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ASX ANNOUNCEMENT ASX Code: VXR

15 May 2009

Company Announcements Office ASX Limited Level 8 Exchange Plaza 2 The Esplanade PERTH WA 6000

Dear Sir

TAKEOVER BID FOR CMG GOLD LIMITED

Venturex Resources Limited (Venturex) encloses a copy of its Bidder’s Statement in relation to its takeover bid for all of the shares in CMG Gold Limited (CMG).

The Bidder’s Statement has been lodged with the Australian Securities & Investments Commission and sent to CMG today in accordance with the Corporations Act.

Venturex has given notice that Venturex has set the date 15 May 2009 for the purpose of identifying the people to whom information must be sent.

Yours faithfully

ALLAN TRENCH Non Executive Chairman

Registered & Principal Office Level 1, 35 Richardson Street, West Perth WA 6005 PO Box 863, West Perth WA 6872

ABN 28 122 180 205 Tel: +61 8 6424 9188 www.venturexresources.com Fax: +61 8 9463 7836 E: [email protected]

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Bidder’s Statement

Recommended offer by

Venturex Resources Limited

ABN 28 122 180 205

to acquire ALL of your fully paid ordinary shares in

CMG Gold Ltd ABN 87 120 124 727

IMPORTANT NOTICE

This document contains important information which and requires your immediate attention. If you are in doubt as to how to deal with it, you should consult your financial or other professional adviser.

If you have any questions about the Offer or this document, or about how to accept the Offer, please contact the Venturex office during business hours on +61 8 6424 9188.

Legal Adviser:

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1.	IMPORTANT INFORMATION .......................................................................................... 1
2.	IMPORTANT DATES ........................................................................................................ 4
3.	WHY YOU SHOULD ACCEPT THIS OFFER ....................................................................... 4
4.	SUMMARY OF THE TAKEOVER OFFER AND HOW TO ACCEPT IT .................................. 6
5.	INFORMATION ABOUT VENTUREX ................................................................................ 8
6.	INFORMATION ABOUT CMG ...................................................................................... 17
7.	VENTUREX’S INTENTIONS ............................................................................................ 26
8.	OVERVIEW OF THE COMBINED ENTITY ....................................................................... 28
9.	TERMS OF VENTUREX SHARES ..................................................................................... 32
10.	RISK FACTORS ............................................................................................................. 35
11.	AUSTRALIAN TAX CONSIDERATIONS FOR CMG SHAREHOLDERS .............................. 39
12.	TERMS AND CONDITIONS OF THE OFFER .................................................................... 44
13.	ADDITIONAL INFORMATION ....................................................................................... 57
14.	APPROVAL OF BIDDER’S STATEMENT .......................................................................... 63
15.	DEFINITION AND INTERPRETATION.............................................................................. 64
16.	TRANSFER AND ACCEPTANCE FORM ......................................................................... 67

CORPORATE DIRECTORY

Directors

Dr Allan Trench (Non Executive Chairman) Dr Tim Sugden (Managing Director) Mr Michael Mulroney (Non Executive Director)

Company Secretary Ms Liza Carpene

Solicitors

Steinepreis Paganin Lawyers and Consultants Level 4, The Read Buildings 16 Milligan Street PERTH WA 6000

Auditor

Registered Office/Principal Place of Business Level 1 35 Richardson Street WEST PERTH WA 6005

Webb Audit Pty Ltd 465 Auburn Road HAWTHORN EAST VIC 3123

Telephone : (08) 6424 9188 Facsimile: (08) 9463 7836

Share Registry Advanced Share Registry 150 Stirling Highway NEDLANDS WA 6009

Telephone: (08) 9389 8033

1. IMPORTANT INFORMATION

Bidder’s Statement: This Bidder’s Statement is given by Venturex Resources Limited (Venturex) to CMG Gold Limited (CMG) under Part 6.5 of the Corporations Act and relates to the Offer. You should read this Bidder’s Statement in its entirety. This Bidder’s Statement is dated 15 May 2009 and includes an Offer which opens on 22 May 2009 to acquire your CMG Shares and also sets out certain disclosures required by the Corporations Act.

A copy of the Bidder’s Statement was lodged with ASIC on 15 May 2009. Neither ASIC nor any of its officers takes any responsibility for the contents of this Bidder’s Statement.

Investment Decisions: This document does not take into account the individual investment objectives, financial situation or particular needs of any person. Before deciding whether or not to accept the Offer, you should seek independent financial and taxation advice.

Forward Looking Statements: Some of the statements appearing in this Bidder’s Statement are in the nature of forward looking statements, including statements of current intention (which include those in section 7 of this Bidder’s Statement), statements of opinion and predications as to possible future events.

You should be aware that such statements are not statements of fact and there can be no certainty of outcome in relation to matters to which the statements relate. Forward looking statements and statements in the nature of forward looking statements are only predictions and are subject to inherent risks and uncertainties before actual outcomes are achieved. Those risks and uncertainties are not all within the control of Venturex and cannot be predicted by Venturex and include changes in circumstances or events that may cause objectives to change as well as risks, circumstances and events specific to the industry, countries and markets in which Venturex and their respective related bodies corporate operate and/or joint ventures and associated undertakings operate. They also include general economic conditions, acts of terrorism, health epidemics, prevailing exchange rates and interest rates and conditions in the financial markets that may cause objectives to change or may cause outcomes not to be realised. Although Venturex believe that the expectations reflected in any forward looking statements included in this Bidder’s Statement are reasonable, no assurance can be given that such expectations will prove to have been correct. Actual outcomes, events or results may differ materially from the outcomes, events or results expressed or implied in any forward looking statement and any statement in the nature of a forward looking statement in this Bidder’s Statement.

None of Venturex, or their respective officers, or persons named in this Bidder’s Statement with their consent or any person involved in the preparation of this Bidder’s Statement makes any representation or warranty (expressed or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any outcomes expressed or implied in any forward looking statement and any statement in the nature of a forward looking statement. You are cautioned not to place undue reliance on any forward looking statement or any statement in the nature of a forward looking statement having regard to the fact that the outcome may not be achieved. The forward looking statements and statements in the nature of forward looking statements in this Bidder’s Statement reflect views held only as at the date of this Bidder’s Statement.

Disclaimer on CMG Information: The information on CMG, CMG’s securities and the CMG Group contained in this Bidder’s Statement has been prepared by Venturex using publicly available information; details, information and reports provided by CMG; and information discovered through due diligence and site visits by Venturex staff. However, not all information in this Bidder’s Statement concerning CMG has been independently verified by Venturex. Neither Venturex, nor any of its Directors or Officers, or any other person named in this Bidder’s Statement or involved in the preparation of this Bidder’s Statement, makes any representation or warranty (expressed or implied) as to the accuracy or completeness of such information, except to the extent required by law.

Further information relating to CMG will be included in the Target’s Statement which CMG must provide to CMG Shareholders in response to this Bidder’s Statement.

Foreign Jurisdictions: The distribution of this Bidder’s Statement in jurisdictions outside Australia may be restricted by law, and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Bidder’s Statement does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer.

Competent Persons Statement: The information in this Bidder’s Statement as it relates to exploration results, is based on information compiled and/or reviewed by Mr Carl Swensson BSc (Hons) and Dr Tim Sugden PhD, BSc (Hons), both of whom are Members of the Australasian Institute of Mining and Metallurgy. Mr Swensson is a Director of CMG and Dr Sugden is the Managing Director of Venturex. Mr Swensson and Dr Sugden have sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as Competent Persons as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Swensson and Dr Sugden consent to the inclusion in this Bidder’s Statement of the matters based on their information in the form and context in which it appears.

Privacy Collection Statement: Personal information relating to your shareholding in CMG will be collected by Venturex from CMG in accordance with its rights under the Corporations Act. Venturex will share this information on a confidential basis with its advisers and service providers where necessary for the purposes of the Offer. Venturex and its agents retained for the purposes of the Offer will use the information solely for purposes relating to the Offer. Generally, you have a right to access the personal information which Venturex and its agents may hold about you. You can contact Venturex’s Company Secretary if you have any queries about the privacy practices of Venturex.

How to Accept: Acceptances of Venturex’s Offer must be received in sufficient time to be acted upon before the close of the Offer Period. To accept the Offer you should follow the instructions set out in Section 4 of this Bidder’s Statement.

Offer Information Line: If you have any questions about the Offer or this document, or about how to accept the Offer, please call Venturex’s Company Secretary between 8.30am and 5.00pm WST Monday to Friday on +61 8 6424 9188.

Defined Terms: A number of defined terms are used in this document. Unless expressly specified otherwise, defined terms have the meaning given in the Glossary Section of this Bidder’s Statement.

2. IMPORTANT DATES

Announcement of the Offer: 3 April 2009 Date of the Bidder’s Statement & 15 May 2009 Lodged with ASIC Offer Opens: 22 May 2009 Offer Closes: 26 June 2009 (unless extended or withdrawn)

3. WHY YOU SHOULD ACCEPT THIS OFFER

Reason 1: Shareholder in a Publicly Listed Company: By accepting the Offer, you will become a Shareholder in Venturex, a publicly listed company on the ASX, which will enable you to trade your Venturex Shares more readily, as well as gain exposure to movement in the share price of Venturex.

Reason 2: Experienced Board and Management Team: The Board and Management team of Venturex is made up of experienced industry professionals with proven track records in identifying, acquiring, developing and operating resource assets, and are well placed to maximise the value of CMG’s gold assets.
Reason 3: Risk Diversification: By becoming a Shareholder of Venturex, you will gain exposure to assets in Australia and Brazil, reducing sovereign, exploration and commodity risk.
Reason 4: Recommendation by CMG Directors: The CMG Directors have unanimously recommended that CMG Shareholders accept the Offer in the absence of a superior proposal. All of the CMG Directors have indicated that they will be accepting the Offer in respect of their personal holdings in the absence of a superior offer.
Reason 5: Pre-Bid Agreements: CMG Directors have entered into pre-bid agreements for their shareholdings totalling 19.9% of the issued capital of CMG.
Reason 6: Investment Risk: CMG will have to raise additional working capital from its Shareholders and/or others almost immediately to maintain its business and exercise options over key gold properties. If you accept the Offer, the Combined Entity will have significantly enhanced capacity to raise capital (via rights issues, placements, convertible notes etc) thus ensuring tenure over properties and timely commencement of exploration and development work.
Reason 7: Tax Rollover Relief: If the Offer is successful, you may be eligible for scrip-for-scrip rollover relief. Provided the pre-conditions for scrip-for-scrip rollover relief are satisfied, including that Venturex acquire 80% or more of the CMG Shares, CMG Shareholders who accept the Offer and who would otherwise derive a capital gain in respect of the exchange of CMG Shares for Venturex Shares should be entitled to choose scrip-for-scrip rollover relief. The

effect of choosing scrip-for-scrip rollover relief would be that the capital gain arising from the exchange of the CMG Shares with Venturex Shares would effectively be disregarded for Australian CGT purposes. Refer to the Section on Australian Tax Considerations for CMG Shareholders.

Reason 8: No Brokerage Fees: No brokerage fees will apply for accepting this Offer.

4. SUMMARY OF THE TAKEOVER OFFER AND HOW TO ACCEPT IT

The following is only a summary of the Offer and is qualified by the detailed information contained in the following Sections of this Bidder’s Statement. You should read this Bidder’s Statement in full before deciding how to deal with your CMG Shares.

4.1 Key Terms of the Offer

The Offer:

Venturex is offering to acquire all of your CMG Shares, by way of an off-market takeover offer. You may only accept the Offer for all of your CMG Shares.

Consideration: Venturex is offering 4.25 Venturex Shares for every one (1) CMG Share that you hold.

4.2 Closing Date

The Offer is scheduled to close at 5.00pm WST on 26 June 2009 (unless it is extended or withdrawn).

If the conditions of the Offer are not satisfied or waived by the Closing Date, the Offer will lapse.

4.3 No Brokerage Fees or Stamp Duty

You will not pay any brokerage fees or stamp duty if you accept the Offer.

4.4 Conditions

The Offer is subject to the satisfaction or waiver of a number of conditions. Those conditions are each set out in Section 12.8 of this Bidder’s Statement.

4.5 How to Accept

The Offer may only be accepted for all of your CMG Shares.

In order to accept the Offer from Venturex, you should:

(a) Read the Bidder’s Statement in full.
(b) Consider the information provided on both Venturex and CMG, including the risk factors set out in Section 10.
(c) Consult your broker, financial or other professional adviser if you are in any doubt as to what action to take or how to accept the Offer.
(d) Validly accept the Offer by completing the enclosed Transfer and Acceptance Form by following the instructions provided on it, and return the signed form in the enclosed self addressed envelope or to the address below:

Advanced Share Registry 150 Stirling Highway Nedlands WA 6009

Transfer and Acceptance Forms must be received before the end of the Offer Period.

The Offer is for all of your CMG Shares. Your acceptance of the Offer will be treated as being for all your CMG Shares registered as held by you at the date your acceptance is processed.

For questions regarding your CMG Shares, the Offer or how to accept, please refer to the remainder of this Bidder’s Statement. If you still require assistance, please contact Venturex’s office on 08 6424 9181 or Advanced Share Registry on 08 9389 8033.

5. INFORMATION ABOUT VENTUREX

5.1 Introduction to Venturex

Venturex was incorporated on 13 October 2006 as Jutt Holdings Limited (Jutt). Jutt was listed on the ASX on 27 April 2007 as a junior explorer, exploring for silver, gold and base metals in the Pilbara Region of Western Australia. In January 2009, Jutt changed its name to Venturex Resources Limited.

The Company has two wholly owned subsidiaries: Jutt Resources Pty Ltd (Jutt Resources) and Juranium Pty Ltd (Juranium).

Venturex is currently involved in exploration for precious and base metals. Its main exploration focus is the 70% owned Liberty-Indee base metals project located 50 kilometres south of Whim Creek in the Pilbara region of Western Australia (Liberty-Indee Project). The Company also has 100% interests in silverlead-zinc projects Tarrawarra (located in the Carnarvon Basin) and Kooline (located in the Gascoyne-Ashburton region between the Yilgarn and Pilbara cratons).

Venturex considers the Liberty-Indee Project to have future potential as a copper, zinc, silver and gold producer and plans to conduct further exploration to extend the known zones of massive sulphide mineralisation, and potentially establish a JORC defined resource. However, due to current economic conditions and depressed base metals prices, the Directors have formed a view that Shareholders’ interests would be best served by complementing the LibertyIndee Project with additional precious metals assets.

A summary of Venturex’s current capital structure is set out in Section 5.4 below.

As Venturex is a company listed on the ASX, it is subject to the periodic and continuous disclosure requirements of the Corporations Act and the Listing Rules. A list of Venturex’s announcements which have been lodged with ASX since its last annual report is set out in Appendix 1 of this Bidder’s Statement. This information may be relevant to your assessment of the Offer. For information concerning the financial position and affairs of Venturex, you should refer to the full range of information that has been disclosed by Venturex pursuant to these requirements.

Copies of the following Venturex documents may be downloaded from the ASX website at www.asx.com.au/asx/statistics/announcements.do (select ASX code: VXR), or obtained by contacting Venturex on (08) 6424 9181 during the Offer Period:

(a) Annual Report for financial year ended 30 June 2008;
(b) Half Year financial report for the period ending 31 December 2008;
(c) All other ASX Announcements; and
(d) Constitution.

5.2 Venturex’s Board of Directors and Management Team

The current Venturex Board structure consists of two Non-Executive Directors and one Executive Director. Brief profiles of the Directors and management team as at the date of this Bidder’s Statement are as follows:

Dr Allan Trench, Chairman - Appointed 12 November 2008

Dr Trench is a geologist/geophysicist and business management consultant with approximately 20 years experience within the Australian resources sector across a number of commodity groups. Dr Trench holds a Bachelor of Science (Honours) from the Royal School of Mines, a Doctorate in Geophysics, a Master of Business Administration (Distinction) from Oxford University and a Master of Science (Distinction) in Mineral Economics from the Western Australia School of Mines. He commenced his career as an academic at Oxford University in England before moving to Australia on a Royal Society Fellowship. After a period at the University of Western Australia, he joined Western Mining Corporation serving in exploration and operations-based roles including as Exploration Manager for the Leinster-Mt Keith region. Dr Trench then managed a number of exploration companies before joining McKinsey & Company as a management consultant. In his role at McKinsey, Dr Trench was an advisor to a number of large international resources companies on strategic, organisation and operational issues. From 2004 to 2006, Dr Trench was employed as a corporate strategist and benchmarking manager at Woodside Energy, helping to build Woodside's capability in strategy, benchmarking and performance improvement across its global asset portfolio. Dr Trench also serves as a Non Executive Director for three other resources companies and currently holds the title of Adjunct Professor of Mineral Economics & Mine Management at the Western Australia School of Mines, Curtin University.

Dr Tim Sugden, Managing Director - Appointed 18 August 2008

Dr Sugden has over 20 years experience in mine geology, exploration, metallurgy, research and development, operations and company management in Australia and internationally. He was a mine geologist and senior research geologist in the nickel, gold and copper-uranium divisions of Western Mining Corporation; a senior mine and exploration geologist for Wiluna Mines and Great Central Mines, and General Manager of Wiluna Gold Operations for Normandy Mining and Newmont Australia. He was a founding Director of Agincourt Resources Limited and Nova Energy Limited, and operated in executive capacities in these companies prior to their takeovers for a combined value of over $650 million. He has also served as a Non-Executive Director of Toro Energy Ltd and Navigator Resources Ltd.

Mr Michael Mulroney, Non-Executive Director - Appointed 9 June 2008

Mr Mulroney has over 28 years experience in the natural resources and finance sectors. He spent 12 years as a geologist and mining company executive in a broad range of commodities throughout Australia and South East Asia. In 1991, Mr Mulroney joined investment bank NM Rothschild & Sons (Australia) Limited and over 11 years ultimately became responsible for Rothschild's activities in Western Australia. Mr Mulroney held senior roles in resource banking and investment banking with extensive experience in project finance and mergers and acquisitions in the global resources sector. From 2002 to 2006, he held executive and non-executive positions on two ASX-listed mining companies prior to joining Argonaut Limited. Mr Mulroney is currently Executive Director,

Argonaut Capital Limited, Head of Funds Management with Argonaut Limited, and Investment Director of AFM Perseus Fund Limited.

Ms Liza Carpene, Company Secretary – Appointed 26 August 2008

Ms Carpene has worked in the mining industry for more than 12 years and has significant experience in corporate administration, human resources, IT and community relations. She was part of the initial executive management team of Agincourt Resources Limited as the General Manager - Administration, Human Resources and IT for Australian and Indonesian operations, prior to its takeover by Oxiana Limited in April 2007. Prior to working at Agincourt, Ms Carpene held various site based management roles with Great Central Mines, Normandy Mining and Newmont Australia.

5.3 Project Information

5.3.1 Liberty-Indee Project (70%)

Recent History

On 6 August 2008, the Company announced that under the terms of the Joint Venture Agreement dated 18 December 2006 between Jutt Resources Pty Ltd, Liberty Mining Corporation Pty Ltd (Liberty Mining) and Ourwest Corporation Pty Ltd (Ourwest) (JV Agreement), the Company had elected to exercise its option to increase its interest in the JV Agreement from 70% to 90% through the issue of 7,299,270 Venturex Shares and the payment of $500,000 to Liberty Mining.

On 14 November 2008, given the change in the economic climate, the Company announced to ASX that it had reached an agreement with Liberty Mining and Ourwest to cancel the exercise of the option to acquire the additional 20% interest in consideration for the issue by the Company of a break fee of 4,500,000 Venturex Shares to Liberty Mining. As a result, the 7,299,270 Shares have not been issued to Liberty Mining.

In addition to the issue of the 4,500,000 Venturex Shares as a break fee, the cancellation of the option was also conditional upon the Company raising $900,000 by 31 January 2009 and expending at least $200,000 on the LibertyIndee Project before 30 June 2009. The fundraising condition precedent has been satisfied and the expenditure condition precedent must be satisfied by 30 June 2009.

In accordance with Listing Rule 14.7, the approval of the issue of 4,500,000 Venturex Shares at a general meeting of Venturex Shareholders on 12 January 2009 required that the 4,500,000 Venturex Shares be issued within three months. As the expenditure condition precedent had not been satisfied by 12 April 2009, the 4,500,000 Venturex Shares have not been issued. A waiver to Listing Rule 14.7 was not received so it is the Company’s intention to seek further approval from Shareholders for the issue of the 4,500,000 Shares at a general meeting of Venturex Shareholders to be held on 17 June 2009 (General Meeting).

Location and Results

The Liberty-Indee Project is located 50 kilometres south of Whim Creek in the Pilbara region of Western Australia.

Mineralisation located at the Evelyn copper prospect is part of a bi-modal volcanic sequence similar in character to many classic volcanic-associated massive sulphide (VMS) settings. The prospective stratigraphy has been traced over 12 strike kilometres and several gossans and VTEM (Versatile Time-Domain Electro Magnetic) anomalies have been identified along its length.

Table 1 – Significant RC Drilling Results

Hole No	Easting	Northing	Azimuth	Dip	From- To (m)	Interval (m)	Cu%	Zn%	Pb%	Ag g/t	Au
											g/t

JER00 3	587941	7666851	325	-60	53-54	1	1.00	2.55	0.50	14.7	0.45
JER00 4	587961	7666903	134	-60	5-8	3	1.55	1.10	0.30	14.7	1.90
JER00 6	588059	7667000	295	-60	33-43	10	6.45	3.20	1.00	67.0	0.86
JER00 8	588083	7667018	275	-60	46-52	6	1.50	2.80	0.53	40.0	0.62
JER01 1	588067	7667080	160	-60	85-100	15	1.78	0.82	0.17	38.0	0.73
JER01 2	588100	7667019	300	-60	77-83	6	1.13	1.77	0.15	20.0	0.46
JER01 3	588116	7666998	290	-60	99-100	1	1.94	1.14	NSA	15.0	0.63
JER01 8	587855	7666859	120	-60	53-55	2	0.34	2.75	0.37	15.0	NSA
JER02 0	588030	7667070	115	-60	87-106	19	2.60	5.10	0.50	61.0	1.32
JER02 1	588065	7667098	105	-60	77-78	1	NSA	1.70	1.00	5.0	NSA
JER02 2	588040	7667092	120	-60	109- 110	1	NSA	3.30	0.27	NSA	NSA
JER02 3	588066	7667105	85	-60	102- 103	1	NSA	0.30	0.27	NSA	NSA
JER02 4	587862	7666879	120	-60	66-68	2	0.23	2.75	0.59	12.5	NSA
JER02 5	587856	7666904	120	-60	90-96	6	0.27	5.21	0.44	10.0	NSA

Note: NSA = No significant assay

Table 2: Diamond Drilling Results

Hole No	Easting	Northing	Azimuth	Dip	From- To (m)	Interval (m)	Cu%	Zn%	Pb%	Ag g/t	Au g/t
JED1	588034	7667073	120	-54	73.15- 76.40	3.25	1.19	1.55	0.45	45	0.53
JED1	588034	7667073	120	-54	93.90- 95.10	1.20	1.28	0.16	0.05	23	2.63
JED2	588009	7667047	120	-55	82.35- 87.40	5.05	2.82	14.67	1.35	91	1.25
JED4	587843	7666890	108	-58	86.42- 89.84	3.42	0.13	6.31	0.25	6	0.05

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Long Section of the Evelyn Prospect
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Exploration Plan

The next phase of RC drilling is targeted as follows:

(a) the broad fixed loop electromagnetic anomaly located at Evelyn below a depth of approximately 70 metres;
(b) several geochemically anomalous gossans within the VMS-host stratigraphy to the north and northeast of Evelyn. Several of these gossans are coincident with VTEM (conductive) anomalies; and
(c) reconnaissance drill testing of a 1,000 metre structural corridor directly south of Evelyn, covered by thin alluvium.

Flotation Test Work

Mineral Engineering Services Pty Ltd was commissioned to undertake preliminary flotation testwork on sulphide samples from the Liberty-Indee Project. The testwork was intended to demonstrate that the ore has a conventional response to treatment and is defined as “sighter” or “pre-scoping” work only. The results demonstrate that:

(a) chalcopyrite and sphalerite are the principal ore minerals. Pyrite and pyrrhotite are the two main gangue sulphide minerals;
(b) the head assay of the RC sample was 2.45% Cu, 7.61% Zn, 0.84% Pb, 67.6ppm Ag and 1.37ppm Au; and
(c) the sulphides respond well and conventionally to rougher flotation with good recovery of copper and zinc. Copper recovery to rougher copper and zinc concentrates is 93-94%. Conventional regrinding and cleaner flotation will probably be required to produce higher grade copper and zinc concentrates.

5.3.2 Kooline Silver-Lead Project (100%)

The Kooline Project is located in the Gascoyne-Ashburton region between the Yilgarn and Pilbara cratons. The Ashburton Formation, consisting of interbedded shales and greywackes, partially outcrops on the Kooline tenement. A number

of small but high grade lead deposits were mined at Kooline in the 1950s and several workings have been identified on the Venturex tenement. While the area clearly has potential for small lead-silver mines, the proximity to the Mt Mortimer Gold Mines, and the recent discovery of a gold anomaly (“Kooline North”) to the northwest by Athena Resources Ltd, indicates potential for gold mineralisation.

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Location of the Kooline tenement, showing proximity to The Kooline Lead-Silver Project showing zone of interest, lead-silver workings (red symbol) and gold deposits and containing numerous historical workings. anomalies at Mt Mortimer, Mt Olympus, Paulsens and Kooline-North.

5.3.3 Tarrawarra Project (100%)

The Tarrawarra Project is a significant base metals and silver anomaly located in Cretaceous sediments of the Central Carnarvon Basin. The surface of the prospect area is strewn with gossanous nodules, some containing goethite after marcasite, pyrite, galena and sphalerite. Significant silver anomalies have been recorded.

It is considered that superficial sulphide mineralisation at Tarrawarra may represent a large tonnage base metal deposit of a type that has not been previously recognised in Australia. The mineralisation environment may be hot artesian waters in a relatively shallow environment. Systems of this type have been discovered in Tadzhikistan, where large tonnages of silver, zinc, lead, thallium, barium and strontium were deposited by <100ºC ground waters in a carbonaceous shale.

Geophysics and drill testing at Tarrawarra is warranted because:

(a) Geochemical anomalies at surface (particularly for silver) are significant;
(b) the scale of the anomaly is significant – regionally 35 kilometres long and up to 5 kilometres wide;
(c) Marcasite is the main iron sulphide rather than pyrite – an indicator of low temperature mineralisation;
(d) the presence of a favoured host horizon, in this case a carbonaceous, gypsum rich siltstone;

(e) the relatively high temperature of the groundwater in the local area; and
(f) the presence of a large lineament, forming a prominent NNE trending structural corridor from (approximately) Onslow to Carnarvon.

In addition to silver and base metal potential, previous reconnaissance drilling, particularly by CRAE has confirmed the potential for near-surface phosphate mineralisation.

Proposed work includes surface sampling; gravity and EM surveys; re-evaluation of ASTER data, and should appropriate targets be resolved, a program of RC drilling.

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Location of the Tarrawarra Project in North West Australia.

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The Tarrawarra Project, showing interpreted zone of sulphide mineralisation.

5.4 Capital structure

The current capital structure of Venturex is as follows:

Quoted Securities	No.	Unquoted Securities	No.
Ordinary Shares (VXR)	196,546,681	Options expiring 30/6/2009 at 25¢ (VXRAD)	1,500,000
Options expiring 31/7/2009 at 20¢ (VXRO)	38,634,237	Options expiring 30/11/2010 at 20¢ (VXRAC)	650,000
Options expiring 15/6/2009 at 10¢ (VXROA)	18,280,099	Options expiring 22/4/2011 at 20¢ (VXRAB)	1,457,148
		Options expiring 15/6/2009 at 10¢ (VXRAK)	1,500,000
		Options expiring 12/1/2012 at 10¢ (VXRAO)	21,000,000

Venturex intends to seek the approval of Venturex Shareholders to issue an additional 4,500,000 Venturex Shares to Liberty Mining pursuant to the agreement to cancel the exercise of the option to acquire an additional 20% interest in the Liberty-Indee Project as described in Section 5.3.1 at the General Meeting. In the event Venturex Shareholders approve the issue, an additional 4,500,000 Venturex Shares will be issued in Venturex increasing the Venturex Shares on issue to 201,046,681 Venturex Shares.

In addition to the above issue, Venturex is also seeking the approval of Venturex Shareholders for the issue of up to a further 60,000,000 Venturex Shares in order to enable Venturex to raise additional funds to be used for exploration programmes and for general working capital.

Should Venturex Shareholders approve the issue of those additional Venturex Shares at the General Meeting and should the Venturex Directors place all of those Venturex Shares, the total number of Venturex Shares on issue will increase by a further 64,500,000.

5.5 Balance Sheet

Outlined below is the consolidated unaudited Balance Sheet of Venturex as at 31 March 2009:

Note CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other TOTAL CURRENT ASSETS NON-CURRENT ASSETS Trade and other receivables Plant and equipment Goodwill Exploration and evaluation costs Other TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Provisions - Current Other TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Provisions - Non Current TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 1 Accumulated Losses Total parent entity interest in equity TOTAL EQUITY	31 March 2009 $
	398,397 - 37,030
	435,427
	- 19,094 - 2,260,747 -
	2,279,840

	2,715,267
	28,368 10,187 -
	38,555
	207
	207

	38,763

	2,676,504
	8,724,753 (6,048,249)
	2,676,504

	2,676,504

Events following balance date:

On 14 April 2009, Venturex issued 16,500,000 shares at 1 cent to raise $165,000 and 16,500,000 shares at 3 cents, to raise $495,000.

6. INFORMATION ABOUT CMG

6.1 Overview of CMG and its Principal Activities

CMG is an unlisted public company incorporated in Australia on 9 June 2006. The current CMG Board consists of:

(a) Mr Glenn Robert Featherby (Non-Executive Chairman) – Appointed 30 July 2007;
(b) Mr Anthony Miles Reilly (Managing Director) – Appointed 13 August 2007;
(c) Mr Carl Swensson (Non-Executive Technical Director) – Appointed 29 June 2007;
(d) Mr Sergio Guido Di Vincenzo (Non-Executive Director) – Appointed 9 June 2006; and
(e) Mr Brian Milton Featherby (Non-Executive Director) – Appointed 9 June 2006.

The Company was established to give Australian investors exposure to gold exploration in South America. Through its Brazilian subsidiary (CMG Mineracao Limitada (CMGM)), it has identified and negotiated acquisition of four high quality gold projects in three established gold districts in Mato Grosso.

Those projects are: Rio Pombo, St Elina, Jatoba and Tanque Fundo. Details on the individual projects and Venturex’s proposed initial plans are located in Section 6.3.

CMG has established an office in Brazil, and has key personnel with operating experience in Brazil.

6.2 CMG Share Capital Information

6.2.1 CMG’s Capital Structure

According to documents lodged by CMG with ASIC prior to the date of this Bidder’s Statement, CMG currently has 64,320,000 shares on issue held by 57 Shareholders and 20,000,000 unissued options expiring 30 June 2011, exercisable at 30 cents, held by 14 option holders. As a condition of the Offer, CMG is required to reduce its capital structure to a total of 44,520,000 ordinary shares only. No CMG options will exist post the capital reduction.

The CMG Directors have advised Venturex that on 4 May 2009, the CMG Shareholders passed the necessary resolutions to undertake the reduction in its capital and following compliance with the requirements of the Corporations Act relating to resolutions for the reduction of capital, the capital structure of CMG will consist of 44,520,000 CMG Shares only.

6.2.2 Venturex’s Relevant Interest and Voting Power

Venturex has a relevant interest in 19.9% of the issued shares in CMG through the Pre-Bid Agreements entered into with the relevant CMG Directors.

6.2.3 Loans

Pursuant to the terms of the Implementation Agreement, Venturex has made available to CMG the following loan funds:

(a) US$90,000 to be used for the payment of the annual option fee relating to CMG’s option over the St Elina Project; and
(b) a working capital loan to be made available upon a cash call from CMG to meet its working capital costs,

(Loans).

Interest is payable on the funds provided by Venturex under the Loans at the rate of 5% per annum.

The Loans are repayable within 90 days of the date that Venturex announces that the Offer has closed.

In the event that the Takeover is not completed successfully and the Loans are not repaid within the period required, CMG is required to transfer to Venturex, or a controlled Subsidiary, (at no cost to Venturex) its interest in the Jatoba Project, details of which are outlined below.

6.2.4 Interests of Venturex Directors in CMG Shares

Immediately before the Offer was sent, none of the Venturex Directors had any interest in CMG Shares.

6.2.5 Dealings in CMG Shares

Other than as outlined in this Bidder’s Statement, in the four months ending on the day immediately before the date of the Offer, neither Venturex nor an associate of Venturex provided, or agreed to provide, consideration for any CMG Shares under an agreement or purchase.

6.2.6 Benefits to CMG Shareholders

Except as set out in this Bidder’s Statement, neither Venturex nor any of its associates has, during the period of four months ending on the day immediately before the date of the Offer, given, offered or agreed to give, a benefit to another person where the benefit was likely to induce the other person, or an associate, to:

(c) accept the Offer; or
(d) dispose of CMG Shares,

which benefit was not offered to all holders of CMG Shares under the Offer.

6.2.7 Agreements for Increased Price or Other Benefits

Neither Venturex nor any of its associates has entered into a transaction prohibited by Section 622(1) of the Corporations Act being a transaction whereby a benefit is to be passed and the amount or value of the benefit is determined by reference in whole or part to the consideration offered under the

Offer or the consideration offered for acquisition of CMG Shares outside the Offer during the Offer Period.

6.2.8 No Agreement between Venturex and CMG or the Directors of CMG

Except as referred to elsewhere in this Bidder’s Statement, there is no agreement between Venturex and CMG or any of the CMG Directors in connection with or conditional upon the outcome of the Offer.

6.2.9 CMG’s Directors’ Holdings and Pre-Bid Agreements

As at the date of this Bidder’s Statement, the Directors of CMG hold the following CMG Shares, directly or indirectly, in CMG and receive annual remuneration of:

Name	No of Shares	No of Options	Annual Remuneration
Glenn Featherby	2,100,000	Nil	Nil
Anthony Reilly	5,580,000	2,000,000	$100,000
Carl Swensson	2,500,000	2,500,000	$16,280
Sergio Di Vincenzo	13,500,000	5,500,000	Nil
Brian Featherby	10,000,000	5,350,000	Nil

The CMG Directors have advised Venturex that on 4 May 2009 the CMG Shareholders approved a reduction in the capital of CMG. On that basis following the compliance with the requirements of the Corporations Act for undertaking a reduction of capital, the interest of the CMG Directors in CMG Shares will be as follows:

Name	No of Shares	No of Options
Glenn Featherby	2,100,000	Nil
Anthony Reilly	5,580,000	Nil
Carl Swensson	1,000,000	Nil
Sergio Di Vincenzo	5,000,000	Nil
Brian Featherby	5,200,000	Nil

CMG Directors have entered into pre-bid agreements for their shareholdings of 19.9% of the issued capital of CMG in proportions as detailed in the next table:

Name	No of Shares* Subject to Pre-Bid Agreement
Glenn Featherby	2,100,000
Anthony Reilly	1,919,826
Carl Swensson	1,000,000
Sergio Di Vincenzo	1,919,826
Brian Featherby	1,919,826

6.3 Project Information

CMG’s geological team, led by Mr Carl Swensson (previously Normandy Mining Limited’s Chief Geologist – Exploration), has identified and negotiated the acquisition of four high quality gold projects in three established gold districts in Mato Grosso, Brazil. The projects are located in some of Brazil’s premier gold districts and were selected on the basis that they are ready to drill and, should a discovery of appropriate scale and tenor be established, development and production can be pursued without significant impediment.

6.3.1 Jatoba

The Jatoba Project is located about 20 kilometres south of the city of Cuiaba and is readily accessible by sealed and gravel roads.

Host rocks are siltstones and medium to coarse grained sandstones and grits of the Cuiaba Group.

The area has been subjected to extensive alluvial gold mining activity over an area about 3 kilometres long and 0.75 kilometres wide, focused mainly on a 1-3 metre thick layer of auriferous gravels. In the central part of the disturbed area three inter-linked open pits have been excavated into mineralised saprolite to depths of 20-30 metres.

The most prominent structural features are a series of sub-parallel, steep-NE dipping and NW-SE trending sheared quartz vein systems. The apparent strike length of these structures range up to 500 metres, but some could be substantially longer. The structural corridors are associated with 10-20 metre wide en-echelon arrays of sub-horizontal and variably deformed quartz veins which have clearly been the focus of mining activity within the pit and in minor shafts. A rock chip sample taken by CMG from a quartz vein in the lower part of the existing pit returned a grade of 182g/t Au.

No drilling has been conducted in the area so grade tenor and distribution at depth is unknown.

Status of Tenure

Licence	Type	Grant Date	Holder	Interest Earning or Held	Royalty (in addition to 1% CFEM Royalty)	Future Payments
866505	EL	2004	CMGM	100%	1.5%	US$500,000 on decision to mine. US$1,000,000 if >5year mine life.
866020	EL	2007	CMGM	100%	N/A	N/A

Jatoba is subject to an outright purchase agreement signed on 3 February 2009, valued at US$150,000. The first instalment was paid on 10 March 2009 and the balance of US$75,000 is due on 18 February 2010. EL 866505 has been transferred to CMGM and the transfer documents have been registered with the Department Nacional de Producao Mineral in Brazil.

Venturex’s Proposed Exploration Plan

Jatoba is a “drill-ready” exploration project with clearly defined targets. A preliminary RC drilling program, which may commence as soon as July 2009, is planned to test sub-vertical shears and quartz veins on several sections to depths of approximately 150 metres, over a strike length of about 500 metres. Some holes may be extended to greater depth to test the grade of primary mineralisation.

6.3.2 Rio Pombo

The Rio Pombo Project is located in the north of Mato Grosso, on the southern border of the Amazon Basin. Less than 50% of the area is covered by rainforest, the remainder being partially cleared for cattle grazing activities.

The Project is located in the Peixoto De Azevedo gold district, within the northwest trending Tapajos-Parima Orogenic Belt. The main lithologies in the area are acid to intermediate volcanics and granodioritic to granitic intrusives.

Quartz veins, shear zones and alteration systems have been identified over an area measuring at least 5 kilometres long and 2 kilometres wide. Within this area a broad soil anomaly has been delineated with several samples returning grades in excess of 1g/t Au in the central part of the anomaly. The main prospect is a series of east-northeast trending outcrops of variably sheared and quartz-veined granite containing extensive iron-oxide casts after sulphides. The exposed parts of the shears extend over approximately 1 kilometre in strike length and up to 20 metres wide. Rock chips collected by CMG from the shear zones returned grades of up to 170.79g/t Au.

Status of Tenure

CMGM has exercised its option to acquire a 100% interest in the Rio Pombo tenements.

Licence	Type	Grant Date	Holder	Interest Earning or Held	Royalty (in addition to 1% CFEM Royalty)	Future Payments
866691	EL	2003	CMGM	100%	3%	N/A
866692	EL	2003	CMGM	100%
866943	EL	2005	CMGM	100%
866238	ELA	TBA	CMGM	100%	N/A	N/A

CMGM also holds a further five ELAs at Novo Canaa covering an area of 50,000 hectares approximately 100 kilometres west of the Rio Pombo Project. Mapping undertaken to date has identified a complex package of Archaean and Proterozoic granite and gneiss in contact with Neo-Proterozoic felsic volcanic, with localised hydrothermal alteration, adjacent to a Meso-Proterozoic graben margin. Regional stream sediment geochemistry has identified two significant gold anomalies (8.4ppb Au and 2.1ppb Au). Further work will include regional soil sampling, structural mapping and target resolution.

Licence	Type	Grant Date	Holder	Interest Earning or Held	Royalty (in addition to 1% CFEM Royalty)	Future Payments
866716	ELA	TBA	CMGM	100%	N/A	N/A
866719	ELA	TBA	CMGM	100%
866721	ELA	TBA	CMGM	100%
866722	ELA	TBA	CMGM	100%
866820	ELA	TBA	CMGM	100%

Venturex’s Proposed Exploration Plan

The Company plans to undertake an RC or RAB drilling program to test oxide and primary mineralisation associated with the outcropping structures. It is anticipated that this drilling program will commence in 2009. In addition, regional rock and soil sampling will continue over the entire lease area to identify other gold anomalies.

6.3.3 St Elina

The St Elina Project is located in western Mato Grosso, close to the border with Bolivia. Situated in the northern part of the Guopore Gold Belt, it is the best known gold district in Mato Grosso dating back to the Portuguese “Bandeirantes” of the early 18th century. It is believed that around two million ounces of gold were produced between 1720 and 1830, mainly from alluvials.

Today, TSX-listed Yamana Gold Inc (producing approximately one million ounces per annum) is the largest company holding interests in the region, with dump leach operations at Sao Francisco and Sao Vicente, and recent discoveries at Ernesto and Pau-a-Pique. Pau-a-Pique has a reported resource grade of 5.5g/t Au, although production grades at Sao Francisco and Sao Vicente are typically less than 1g/t Au. The style of mineralisation is believed to have broad similarities to the Victorian Goldfields (20 million ounces), Muruntau (80 million ounces) and Macraes Flat (5 million ounces). Yamana Gold Inc’s Sao Vicente Operation, located about 4 kilometres south of the St Elina Project, is expected to commence gold production at a rate of 55-60,000 ounces per annum from 2009.

The St Elina Project comprises a single ML covering an area of 9,819.44 hectares.

The geology is dominated by coarse metasediments of the Mid Proterozoic Aguapei Group, which forms a prominent NNW-trending ridge. In the CMG project area, the most prominent mineralised structure is sub-vertical, NNE trending quartz breccia zone, 2-5 metres wide. The current owner has excavated a near continuous trench into the breccia zone over a strike length of at least 250 metres and up to 20 metres deep.

A number of shallow northeast dipping thrust faults have also been identified on the ML. These are believed to be the most significant hosts for gold mineralisation in the district.

Status of Tenure

Brazilian law currently prohibit foreign companies from majority ownership of operations located in the Frontier Zone. These laws are believed to be under review and may change in the next few years. In the event that exercise of the St Elina option precedes any changes to the existing law and CMGM is required to reduce ownership to less than 50%, a new holding structure will be developed, in which CMGM holds minority ownership but maintains an effective 100% beneficial interest. To comply with legal restrictions applicable to border areas, Yamana Gold Inc has established similar ownership and control structures for its Sao Vicente and Sao Francisco Operations.

Licence	Type	Grant Date	Holder	Interest Earning or Held	Option Fee 3	Exercise Fee	Royalty (in addition to 1% CFEM Royalty)	Future Payments
800369	ML	1977	Jayme Vincente Valdares	100%	US$90,000 30/04/2009	US$300,000 30/04/2010	1.5%	US$800,000 if decision to mine

Venturex’s Proposed Exploration Plan

Prior to commencing an RC drilling program, the Company will determine the structural controls of gold mineralisation in the local area and undertake additional outcrop sampling. Drill targets will include the defined and partially exploited sub-vertical breccia zones and linked flat-lying thrust structures.

6.3.4 Tanque Fundo

This prospect is an array of sub-vertical, NW-SE striking quartz veins, cross-cutting a NE-SW trending sequence of Neo-Proterozoic slates, sandstones and grits. The quartz veining occupies an area measuring approximately 2 kilometres long and a few hundred metres wide.

The veins range from 0.1-1 metres in thickness, with rare occurrences up to 2 metres wide with strike lengths ranging from 10 to 50 metres. Spacing varies across the workings, but five to 10 metres is typical. Virtually all the quartz veins have been exploited to varying degrees by small scale miners, either by trenching or by small-scale shafts.

There are no records of mined tonnages or recovered grades. A single channel sample taken by CMG across a 10 centimetre wide vein returned a gold grade of 8.94g/t.

Status of Tenure

Licence	Type	Grant Date	Holder	Interest Earning or Held	Exercise Fee	Royalty (in addition to 1% CFEM Royalty)	Future Payments
866855	EL	2006	Tecgeo - Geeologia, Eng. E Meio Ambiente Ltda – ME	100%	US$100,000 30/06/2009	2.0%	N/A
866239	ELA	TBA	CMGM	100%	N/A	N/A	N/A
866376	ELA	TBA	CMGM	100%	N/A	N/A	N/A
866377	ELA	TBA	CMGM	100%	N/A	N/A	N/A

The option exercise fee for EL866855 is due to be paid in June 2009.

Venturex’s Proposed Exploration Plan

Venturex intends to conduct RC drilling and bulk sampling program to determine the overall bulk grade of the Tanque Fundo mineralisation. Should the deposit be developed, the most likely future scenario is considered to be a lowgrade heap leach operation.

6.3.5 Serrinha

CMGM holds EL866127, which partially surrounds a large historical working at Serrinha, about 10 kilometres northeast of the city of Cuiaba. The main pit at Serrinha was developed on a large, northeast-trending quartz stock work hosted by a sequence of siltstones, sandstones and grits. The pit is 800 metres long and 20 metres wide with an average depth of 10 metres. The total strike extent of minor diggings and quartz veins is approximately 1.7 kilometres and extends into the northern and southern zones of the CMGM tenement. The Company will undertake further soil and rock chip sampling to define targets for a future RC drill program.

Status of Tenure

Licence	Type	Grant Date	Holder	Interest Earning or Held
866127	EL	2007	CMGM	100%

CMGM has also applied for an EL over the Serrinha workings.

6.3.6 Other Opportunities in Mato Grosso and Para

In addition to the projects described above, CMG has identified a number of joint venture opportunities throughout Mato Grosso and Para which may enable acquisition of equity interests in significant new discoveries and/or production assets. Venturex will continue to pursue these opportunities.

6.4 Balance Sheet

Outlined on the following page is the consolidated unaudited Balance Sheet of CMG as at 31 March 2009 provided by CMG to Venturex:

CURRENT ASSETS Cash and cash equivalents Trade and other receivables Prepayments TOTAL CURRENT ASSETS NON-CURRENT ASSETS Property, plant and equipment Intangible assets Exploration and evaluation asset TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Provisions Short-term borrowings TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY	31 March 2009 $
	103,887 1,587 -
	105,474
	44,373 987 2,217,787
	2,263,147
	2,368,621
	29,131 21,017 36,117
	86,265
	86,265
	2,282,356
	2,839,444 (26,533) (530,555)
	2,282,356

Events following balance date:

In early April 2009, CMG issued an additional 480,000 shares at 12.5 cents to raise a further $60,000.

6.5 Further Information

For further information on CMG, please refer to their website at www.cmggold.com.au.

7. VENTUREX’S INTENTIONS

This Section sets out Venturex’s present intentions for CMG, on the basis of the facts and information concerning CMG’s business and operations known to Venturex as at the date of this Bidder’s Statement in relation to the following:

(a) the continuation of, and changes to, the business and assets of CMG;
(b) the future employment of the present employees of CMG; and
(c) the future of the CMG Board.

However, as Venturex does not currently have access to all material information regarding CMG, a final decision on these matters has not been made. Final decisions on these matters will only be reached in light of all material facts and circumstances when these become known. Accordingly, the statements set out in this Section are statements of current intention only which may vary as circumstances require. The statements in this Section should be read in this context.

7.2 Intentions During the Offer Process

This Section sets out Venturex’s intentions towards CMG during the offer period.

(a) Working with CMG – Venturex and CMG have entered into an Implementation Agreement under which the parties have agreed certain undertakings and arrangements to facilitate the making of the Offer. A summary of the Implementation Agreement is summarised in Section 13.1. The Implementation Agreement requires both Venturex and CMG Directors to conduct their respective businesses in the ordinary course until the end of the Offer Period and to consult in good faith in relation to material matters regarding the conduct of the CMG business.
(b) Loan Funds – Subject to CMG’s obligations to consult with Venturex regarding the conduct of the CMG business, Venturex has agreed to make available the Loans to CMG details of which are outlined in Section 6.2.3 of this Bidder’s Statement.

7.3 Intentions Upon Acquisition of 90% or more of CMG Shares

This Section sets out Venturex’s intentions if it acquires 90% or more of CMG Shares under the Offer and subject to all remaining Conditions being satisfied or waived.

(a) Compulsory Acquisition – If it becomes entitled to do so under the Corporations Act, Venturex intends to proceed with compulsory acquisition of any outstanding CMG Shares in accordance with Section 661B of the Corporations Act.
(b) CMG Directors – It is Venturex’s present intention to seek the resignation of each member of the CMG Board, with the exception of Mr Anthony Reilly and Mr Glenn Featherby, and appoint nominees in their place. Venturex’s present intention is to appoint current members of the Venturex Board to the CMG Board. Venturex will invite Messrs Reilly and Featherby to join the Venturex Board on new mutually agreeable

conditions in line with terms and conditions of existing Directors and in accordance with the approved Non-Executive Directors’ fees pool approved by Venturex Shareholders.

(c) General Operations - It is Venturex’s present intention to integrate CMG’s operations, to the extent practicable, into those of the Venturex Group, to continue CMG’s operations in their current state and to seek to identify ways in which Venturex can use its expertise and resources to further develop CMG’s business.

If, as a result of the review of CMG’s operations, or at any time in the future, any of CMG’s operations or assets do not perform to a level which is acceptable to Venturex, then Venturex will take such action as it considers desirable to achieve acceptable outcomes.

(d) CMG Employees and Contractors – It is Venturex’s present intention to maintain current CMG employee and contractor numbers (with the exception of CMG Directors as referred to in point (b) above) and to undertake a full review of current CMG personnel and contractors, and employment and contract conditions.
(e) CMG’s Assets and Obligations – It is Venturex’s present intention to maintain all current CMG assets and obligations in relation to its exploration activities, and to undertake a review to enable it to define an appropriate course of action going forward. Broad exploration plans (prior to more detailed review and subject to availability of funds) are described in Section 6.4.

7.4 Intentions Upon Acquisition of Less Than 90% of CMG Shares

The Offer is subject to a number of Conditions, including a condition that Venturex acquire a relevant interest in 90% or more of the CMG Shares on issue. Venturex does not currently intend to waive this Condition. However, if it does not acquire 90% or more of the CMG Shares on issue, but waives that Condition and obtains control of the CMG Board, then Venturex has the following intentions:

(a) Call for Repayment of Loan Funds – In the event that the Loans have been drawn down, immediately upon the Offer lapsing, Venturex will serve notice on CMG of the requirement to repay the Loans in full within 90 days of the date of the Offer lapsing and in the event that either Loan is not repaid within the 90 day period, Venturex will serve notice on CMG to transfer to Venturex (or a controlled Subsidiary) all of its rights and entitlements to the Jatoba leases for no further consideration in full and final satisfaction of the Loans.
(b) Corporate Matters – Subject to the Corporations Act and the Constitution of CMG, Venturex will seek to replace some of the members of the Board of CMG to reflect Venturex’s proportionate ownership interest in CMG. Venturex will seek, through its nominees on the Board of CMG, to implement its intentions detailed in Section 7.3 to the extent they are consistent with CMG being a controlled entity of Venturex and are considered to be in the best interests of CMG Shareholders.

8. OVERVIEW OF THE COMBINED ENTITY

8.1 Rationale for the Offer

The merger of Venturex and CMG will result in:

(a) an ASX listed company with a broad shareholder base;
(b) substantial funding capacity;
(c) a highly experienced management team in Australia and Brazil; and
(d) a portfolio of high quality gold and base metals assets.

By supplying appropriate funding and technical expertise to under-explored gold and base metals projects in low-risk political environments, the Combined Entity creates an exceptional value opportunity for all CMG and Venturex Shareholders.

8.2 Forecasts for the Combined Entity

The Directors of the Combined Entity will pursue evaluation of the Brazilian gold assets and Australian base metals assets in a timely and professional manner. The projects which are considered by the Board to have the best and/or most immediate economic potential will be appropriately prioritised. Drilling and other sampling and evaluation techniques will be commenced as soon as reasonably possible. Further fundraising, by various mechanisms, may be required to support the exploration activities. It is not possible to provide an accurate forecast of exploration expenditures because future activities and expenses will be dependent on the results of the initial programs.

8.3 General Effect of the Acquisition on Venturex

The acquisition of CMG will have a substantial impact on Venturex, as summarised below:

(a) the Company’s exploration portfolio will change from base metals only to base metals plus gold;
(b) the geographical location of its activities will change from Australia only to Australia and Brazil;
(c) the number of subsidiaries will increase to four with the inclusion of CMG and CMGM;
(d) the fixed operating costs will increase by approximately A$56,000 per month;
(e) the Venturex Board will increase to five members provided invitations to join the Board are accepted.

8.4 Capital Structure of Combined Entity

On successful completion of the Offer, the number of Shares on issue in Venturex will increase from 196,546,681 to 385,756,681, (assuming no Venturex Options are exercised) and the capital structure shall be as follows:

Quoted Securities	No.	Unquoted Securities	No.
Ordinary Shares (VXR)	385,756,681	Options expiring 30/6/2009 at 25¢ (VXRAD)	1,500,000
Options expiring 31/7/2009 at 20¢ (VXRO)	38,634,237	Options expiring 30/11/2010 at 20¢ (VXRAC)	650,000
Options expiring 15/6/2009 at 10¢ (VXROA)	18,280,099	Options expiring 22/4/2011 at 20¢ (VXRAB)	1,457,148
		Options expiring 15/6/2009 at 10¢ (VXRAK)	1,500,000
		Options expiring 12/1/2012 at 10¢ (VXRAO)	21,000,000

As outlined in Section 5.4, Venturex has called a general meeting of Venturex Shareholders for 17 June 2009. The General Meeting will (amongst other things) consider resolutions for the issue of:

(a) 4,500,000 Venturex Shares to Liberty Mining; and
(b) 60,000,000 Venturex Shares for the purpose of raising additional working capital to conduct its exploration program and assist to carry out its stated intentions.

If the resolutions are passed and all of the Venturex Shares are issued the total number of Venturex Shares on issue will increase to 450,256,681 Venturex Shares.

8.5 Pro Forma Balance Sheet for the Combined Entity

Outlined on the following page is the consolidated unaudited pro-forma Balance Sheet of the Combined Entity as at 31 March 2009:

Note CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other TOTAL CURRENT ASSETS NON-CURRENT ASSETS Trade and other receivables Property, Plant and equipment Goodwill Exploration & evaluation costs 1, 3 Other TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Borrowings Provisions TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Other financial liabilities Provisions TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 1, 3 Reserves 3 Accumulated Losses 3 Total parent entity interest in equity TOTAL EQUITY	Unaudited Venturex 31 March 2009 $ 398,397 - 37,030 435,427 - 19,094 - 2,260,747 - 2,279,840 2,715,267 28,368 - 10,187 38,555 - 207 207 38,763 2,676,504 8,724,753 - (6,048,249) 2,676,504 2,676,504	Unaudited CMG 31 March 2009 103,887 1,587 - 105,474 - 44,373 - 2,217,787 987 2,263,147 2,368,621 29,131 36,117 21,017 86,265 - - - 86,265 2,282,356 2,839,444 (26,533) (530,555) 2,282,356 2,282,356	Adjustments - - - - - - - 1,501,844 - 1,501,844 1,501,844 - - - - - - - - 1,501,844 944,756 26,533 530,555 1,501,844 1,501,844	Unaudited Pro-forma Combined Entity
				502,284 1,587 37,030
				540,901
				- 63,467 - 5,980,378 987
				6,044,831

				6,585,732
				57,499 36,117 31,204
				124,820
				- 207
				207

				125,028

				6,460,704
				12,508,953 - (6,048,249)
				6,460,704

				6,460,704

The following assumptions have been made in preparation of the Combined Entities Consolidated Pro-forma balance sheet:

Note 1: As total consideration for the Offer, Venturex Resources Limited will issue 189,210,000 Ordinary fully paid shares to holders of shares in CMG Gold Ltd. Note 2: The last traded price of Venturex Resources Limited is $0.02 on the last practical day before lodgement of the Bidder’s Statement, being13 May 2009. Note 3: Transactions eliminated on consolidation.

Events following balance date:

On 14 April 2009, Venturex issued 16,500,000 shares at 1 cent to raise $165,000 and 16,500,000 shares at 3 cents, to raise $495,000. This will increase the Cash and Cash Equivalents and Issued Capital by $660,000.
In early April 2009, CMG issued an additional 480,000 shares at 12.5 cents to raise $60,000. This will increase the Cash and Cash Equivalents and Issued Capital by $60,000.

9. TERMS OF VENTUREX SHARES

9.1 Ordinary Shares

The following is a summary of the more significant rights and liabilities attaching to Shares to be issued pursuant to this Offer. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Venturex Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights and liabilities attaching to Shares are set out in the Company’s Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

(a) General Meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution of the Company.

(b)

Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:

(i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
(ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
(iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for each Share held, but in respect of partly paid shares shall have a fraction of a vote equivalent to the proportion which the amount paid up bears to the total issue price for the share.

(c)

Dividend Rights

The Directors may from time to time declare and pay or credit a dividend in accordance with the Corporations Act. Subject to any special right as to dividends attaching to a share, all dividends will be declared and paid according to the proportion which the amount paid on the Share is to the total amount payable in respect of the Shares (but any amount paid during the period in respect of which a dividend is declared only entitles the Shareholder to an apportioned amount of that dividend as from the date of payment). The Directors may from time to time pay or credit to the Shareholders such interim dividends as they may determine. No dividends shall be payable except out of

profits. A determination by the Directors as to the profits of the Company shall be conclusive. No dividend shall carry interest as against the Company.

The Directors may from time to time grant to Shareholders or any class of shareholders the right to elect to reinvest cash dividends paid by the Company by subscribing for Shares in the Company on such terms and conditions as the Directors think fit. The Directors may, at their discretion, resolve in respect of any dividend which it is proposed to pay or to declare on any Shares of the Company, that holders of such Shares may elect to forgo their right to the whole or part of the proposed dividend and to receive instead an issue of Shares credited as fully paid to the extent and on the terms and conditions of the Constitution. The Directors may set aside out of the profits of the Company such amounts as they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

(d)

Winding-Up

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the authority of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.

(e)

Transfer of Shares

Generally, Shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act and the Listing Rules.

(f) Future Increase in Capital

The allotment and issue of any new Shares is under the control of the Directors of the Company. Subject to restrictions on the issue or grant of securities contained in the Listing Rules, the Constitution and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing share or class of shares), the Directors may issue Shares as they shall, in their absolute discretion, determine.

(g)

Variation of Rights

Under Section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares.

If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of three quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

10. RISK FACTORS

CMG Shareholders who accept the Offer will become Shareholders in Venturex. The operational and financial performance of Venturex, the price of Venturex Shares and the returns received by Venturex Shareholders will be influenced by a range of factors. Some of these factors can be mitigated by the use of safeguards and appropriate commercial action. However many of these factors are beyond the control of Venturex and the Venturex Board.

This Section describes certain risk factors that are associated with an investment in Venturex and does not take into account the investment objectives, financial situation or particular needs of CMG Shareholders, and is not exhaustive. CMG Shareholders should consider their personal circumstances (including financial and taxation issues) and seek independent professional advice before deciding whether to accept the Offer.

10.1 Investment Risk

CMG Shareholders should be aware that there are risks associated with an investment in shares listed on a stock exchange. Share price movements could affect the value of the consideration paid under the Offer and the value of any investment in Venturex. The value of Venturex Shares can be expected to fluctuate depending on various factors including general worldwide economic conditions, changes in government policies, investor perceptions, movements in interest rates and stock markets, and in particular, movements in the price of gold and to a lesser extent copper, zinc and silver. There is no guarantee of profitability, dividends, return of capital, or the price at which Venturex Shares will trade on ASX after completion of the Offer. The past performance of Venturex is not necessarily an indication as to future performance of Venturex or of the Combined Entity as the trading price of Venturex can go up or down.

10.2 General Economic Conditions

Risk factors which are outside the control of Venturex could impact the Combined Entity’s share price, capacity to raise capital, revenues, operating costs and capital costs. These include:

(a) movements in the Australian dollar, and those foreign currencies applicable in the regions where Venturex operates,
(b) economic conditions in Australia, Brazil and globally,
(c) movements in domestic and international interest rates and share markets,
(d) recommendations by brokers and analysts,
(e) investor perceptions,
(f) expectations regarding inflation,
(g) changes in government (Australian or Brazilian) fiscal, monetary and regulatory policies,
(h) global geopolitical events and hostilities and acts of terrorism,

(i) fluctuations in the global demand and market prices for gold, copper, zinc, lead and silver, and
(j) increases in the cost of supplies, raw materials, capital and operating equipment can adversely impact operating and capital costs.

10.3 Business Risks of the Combined Entity

10.3.1 Exploration and Development Risk

The Combined Entity’s investments will include exploration and development related to gold in Brazil and copper, zinc, lead, silver and gold in Australia. Exploration and development activities, including those in Mato Grosso and at Liberty-Indee, Kooline or Tarrawarra, may be affected by factors beyond the Combined Entity’s control, including land access, geological conditions, mineralisation, consistency and predictability of ore grades and commodity prices. Unexpected geological or mining conditions, equipment or service failures, industrial relations, health and safety concerns and weather conditions may also adversely affect exploration activities and the development of a mine. Furthermore, any discovery of a mineral deposit does not guarantee that the mining of the deposit would be commercially viable, the size of the deposit, development and operating costs, and mining and metallurgical recovery rates all being key factors in determining commercial viability. The Combined Entity may also be exposed to risks associated with the financial failure of default by a participant in any of the exploration or development joint ventures or other contractual relationships to which the Combined Entity is, or may become, a party. Should the Combined Entity proceed with the development of a mine, unexpected problems and delays during development, construction and mine start-up, might occur which would delay the commencement of mineral production. Accordingly there is no assurance that the Combined Entity’s future exploration and development activities will result in profitable mining operations.

10.3.2 Country Risk

The Combined Entity will have investments located in Australia and Brazil. There are risks associated with investments, mineral exploration, mine development and mining in foreign countries which may adversely affect the business of the Combined Entity or which may prevent the Combined Entity from successfully operating a project and recovering its investment and financial return. These issues include:

(a) health and safety including civil instability, terrorism, religious, ethnic, tribal issues, standard of living and wealth distribution, crime, external threats, health standards and facilities;
(b) issues associated with the business and regulatory environment and changes to that environment, including political stability, government policy changes, sovereignty of assets and expropriation, the ability to repatriate funds, excessive bureaucracy, corruption, the quality, comprehensiveness and stability of the local regime, taxation and royalties, land access, environmental regulation and the effectiveness of the judiciary, and,
(c) any adverse change in attitude towards investment by the host government and community (including activity by non-government organisations) or changes in government.

10.3.3 Title

The Combined Entity’s properties and minerals claims (whether held by or on behalf of the Combined Entity by joint venturers or parties holding option agreements with CMG) may be subject to prior unregistered agreements or transfers and title may be affected by undetected defects. Accordingly other parties could possibly dispute Venturex’s title to its properties.

With regard to the St Elina Project, it should be noted that Brazilian law currently prohibits foreign companies from majority ownership of operations in the Frontier Zone. These laws may be subject to change. In the event that exercise of the St Elina option precedes any changes to the law and CMGM is required to reduce ownership to less than 50%, a new holding structure will be developed, in which CMGM holds minority ownership but maintains a 100% beneficial interest.

Native title claims exist over exploration tenements held by the Combined Entity in Australia. The existence of native title may affect the existing or future activities of the Combined Entity and impact on its ability to conduct exploration activities and develop projects.

10.3.4 Environmental Risks

The Combined Entity’s exploration activities are subject to extensive environmental laws and regulations. These laws and regulations set various standards regulating certain aspects of health and environmental quality. They provide for penalties and other liabilities for the violation of such standards and establish, in certain circumstances, obligations to rehabilitate current and former facilities and locations where exploration activities or operations are or were conducted.

While Venturex believes that it is currently in compliance on its existing mineral claims, there can be no assurance in relation to the activities of the Combined Entity nor that it will not incur significant costs to comply with existing or new legislation or permits. Non-compliance with environmental laws could result in cessation of exploration activities or operations and result in significant liabilities. Such liabilities could have a significant impact on the Combined Entity’s financial condition and performance.

10.3.5 Commodity Price Risk and Exchange Rate Risk

Should the Combined Entity establish a resource and develop a mine, revenue will be derived from the sale of gold and/or gold, copper, zinc, lead and silver. The prices for each commodity are determined predominantly by world markets, which are affected by numerous factors outside the Combined Entity’s control.

10.3.6 Currency Risk

Venturex is an Australian company that reports its financial statements in Australian dollars. A large part of the Combined Entity’s exploration and development costs will be in US$ and/or Brazilian Reals. A fall in the value of the Australian dollar could have an adverse impact on the cost of activities in Brazil.

10.3.7 Financing

Securing funding for projects or other forms of financing for the Combined Entity’s activities may depend on a number of factors, including commodity prices, interest rates, economic conditions, share market conditions and country risk issues. Inability to obtain financing or other factors could cause delays in exploration or development activities or increase financing costs and, thus, adversely affect the financial condition and performance of Venturex.

10.3.8 Reliance on Key Personnel

A number of key management and personnel are important to attaining the business goals of Venturex and the Combined Entity. One or more of these key employees could leave their employment or be unable to conduct their duties, and this may adversely affect the ability of the Combined Entity to conduct its business and, accordingly, affect the financial performance of the Combined Entity and its share price.

10.4 Growth

Venturex will continue to seek to grow the Combined Entity both organically and through new investment opportunities. There are always risks that the benefits, synergies or efficiencies expected from such investment or growth opportunities may take longer than expected to be achieved or may not be achieved at all. Any investment pursued could, for a variety of reasons, have a material adverse effect on the Combined Entity. Growth also brings substantial demands on management. The Venturex Board applies its extensive experience to the evaluation and financing of new opportunities to determine whether the expected risks and rewards of these opportunities meet Venturex’s requirements and its strategies for diversification of risk and capital return. The operating results of the Combined Entity will largely depend on the ability of the Venturex Board to make sound investment decisions.

10.5 Issue of Venturex Shares as Consideration

Venturex will issue a significant number 189,210,000 of Venturex Shares to CMG Shareholders accepting the Offer. Some CMG Shareholders may not wish to retain their Venturex Shares and may subsequently sell them on the ASX. If such sales are substantial, there may be oversupply of Venturex Shares which may have an adverse effect on the market price of Venturex Shares while any oversupply persists.

10.6 Limited Due Diligence

In preparing the information in the Bidder’s Statement on CMG, Venturex has relied on information provided by CMG. As only limited due diligence was able to be carried out on CMG from public databases and the information made available to Venturex by CMG, risks may exist of which Venturex is unaware. If any material risks are known to the Directors of CMG, they will need to be disclosed in the Target’s Statement to be issued to Venturex.

11. AUSTRALIAN TAX CONSIDERATIONS FOR CMG SHAREHOLDERS

The following is a general description of the Australian Income and Capital Gains Tax consequences for CMG Shareholders on disposing of their CMG Shares in return for Venturex Shares.

This information is based on taxation law and practice in effect at the date of this Bidder's Statement. It is not intended to be an authoritative or comprehensive analysis of the taxation laws of Australia.

The Australian tax consequences of disposing of your CMG Shares will depend on a number of factors including:

(a) whether you are an Australian resident or non-resident for tax purposes;
(b) whether you hold your CMG Shares on capital or revenue account or as trading stock;
(c) when you acquired your CMG Shares;
(d) whether you are an individual, a company or trustee of a trust or complying superannuation entity; and
(e) whether rollover relief is available – see Section 11.3.

The advice provided applies specifically to CMG Shareholders who hold their interests for an income return and a potential capital gain from their investment. CMG Shareholders who are, for taxation purposes, conducting business as traders of shares, options, units and similar property, should seek independent advice as the taxation laws apply differently to this class of taxpayer.

The summary does not consider any specific facts or circumstances that may apply to particular CMG Shareholders. Further, it does not deal with taxation consequences of:

(a) disposing of CMG Shares issued under an employee share scheme;
(b) CMG Shares acquired by beneficiaries of deceased estates; and
(c) CMG Shares owned by foreign investors,

which may be subject to special tax considerations.

You are advised to seek independent professional advice regarding the Australian tax consequences of disposing of your CMG Shares according to your own particular circumstances.

The Australian taxation laws are complex and therefore, the comments provided in this report are necessarily general in nature. CMG Shareholders should be aware that they may be affected by changes in taxation laws or their interpretation as well as changes in the administrative practices of the revenue authorities. We do not undertake to update our report in the event of any future changes to the tax laws.

11.1 Description of the Offer

Venturex will seek to acquire 100% of the issued capital of CMG by offering to acquire all of CMG Shareholders’ interests, subject to Venturex’s bid Conditions being satisfied. Importantly, for the Offer to go ahead, Venturex must receive acceptances from CMG Shareholders’ of at least 90% of CMG’s issued capital and Venturex must become entitled to proceed with compulsory acquisition of any outstanding CMG Shares in accordance with Section 661B of the Corporations Act.

If the Offer is accepted, CMG Shareholders will receive Venturex Shares in exchange for the CMG Shares the CMG Shareholders transfers to Venturex.

11.2 Description of the Capital Gains Tax (CGT) provisions

The transfer of CMG Shares for Venturex Shares constitutes a Capital Gains Tax (CGT) event (a disposal) and in the ordinary course a CGT gain or loss for CMG Shareholders must be calculated.

A comparison of the market value of shares in Venturex received (the consideration received) with the CMG Shareholders’ capital gains tax cost base for the CMG Shares is required. Where the cost base of the CMG Shares is less than the consideration received, a capital gain will result. Where the consideration received is less than the cost base, the CMG Shareholder will realise a capital loss.

CMG Shareholders may have a choice to defer part of any capital gain arising from the arrangement by electing to use the CGT concession provided by the ‘scrip for scrip rollover’ provisions of the Tax Act. These provisions are discussed more fully below.

11.3 Taxation implications – scrip for scrip rollover relief

11.3.1 What is the concession?

A scrip for scrip rollover has the effect of deferring the recognition of the capital gain that would otherwise arise to a CMG Shareholder on the exchange of their CMG Shares for Venturex Shares until such time as the replacement Venturex Shares are disposed of by them in the future (or there is some other Capital Gains Tax event in relation to them).

11.3.2 Conditions for scrip for scrip rollover relief

The following conditions must be satisfied for scrip for scrip rollover relief to be available to CMG Shareholders:

(a) the CMG Shareholders exchange their CMG Shares for Venturex Shares;
(b) the exchange is in consequence of a single arrangement where:
(i) all owners of voting shares in CMG could participate;
(ii) participation is available on substantially the same terms by all owners of interests of a particular type in CMG; and
(iii) as a result of the offer, Venturex becomes the owner of 80% or more of the shares in CMG;

(c) the CMG Shareholders acquired their CMG Shares after 19 September 1985 (i.e. post-CGT);
(d) apart from the rollover relief, the CMG Shareholder would have made a capital gain as a result of the exchange (i.e. rollover relief is not available if a capital loss would arise to a CMG Shareholder); and
(e) the CMG Shareholder chooses to obtain the scrip for scrip rollover relief.

Item (i) will be satisfied for all CMG Shareholders as CMG Shareholders will only receive Venturex Shares in exchange for their CMG Shares.

Item (ii) will be satisfied so long as Venturex receives acceptances in respect of at least 80% of CMG voting shares. Although overseas CMG Shareholders are not generally eligible to elect to receive Venturex Shares as Consideration, in these circumstances the Tax Act will deem that participation is available on substantially the same terms to all CMG Shareholders.

Items (iii), (iv) and (v) will be dependent on the individual circumstances of each CMG Shareholder.

CMG Shareholders who wish to utilise scrip for scrip rollover must specifically choose the application of the rollover relief. The CMG Shareholder’s choice to apply the rollover relief needs to be made in the CMG Shareholder’s income tax return for the year in which the exchange occurs (i.e. the 2008/2009 income tax return if the exchange occurs before 30 June 2009).

11.4 Taxation of capital gains and losses

11.4.1 Calculation of capital gain or loss

Where:

(a) the scrip for scrip rollover does not apply (e.g. because Venturex fails to receive acceptances in respect of 80% or more of the CMG Shares); or
(b) the rollover is not elected by the CMG Shareholder;

a capital gain or loss must be calculated by the CMG Shareholder.

The capital gain or loss will be calculated by comparing:

(a) the capital gains tax cost base of the shares held in CMG; with
(b) the value of the Consideration (that is the Venturex Shares) received.

Where the amount of Consideration received is greater than the cost base of the CMG Shares, a capital gain will be realised. However, where the amount of Consideration received is less than the cost base of the CMG Shares, a capital loss will be realised.

11.4.2 Taxation treatment of capital gains where scrip for scrip rollover is available and elected

Under the Offer, CMG Shareholders may only exchange their current CMG Shares for Venturex Shares. Scrip for scrip rollover relief will be available for the CMG Shareholders who would otherwise make a capital gain (‘the full gain’), in

the circumstances described in sections 11.3 or 11.4.1 above. If the rollover is available and the CMG Shareholder elects to use the rollover, the following consequences will apply:

(c) the CMG Shareholder’s capital gain from the exchange will not be assessable;
(d) the CGT cost base for the Venturex Shares received will be the cost base of the CMG Shareholder’s CMG Shares; and
(e) the replacement Venturex Shares will be deemed to have been acquired on the same date the original CMG Shares were acquired by the CMG Shareholder.

11.4.3 Taxation treatment of capital gains derived by individuals, trusts or superannuation funds where scrip for scrip rollover is not available or not elected

Where a capital gain is realised by an individual or trust shareholder, and scrip for scrip rollover is not available or not elected, taxation relief may be available via the 50% CGT discount .

Pursuant to the 50% discount, only half of any capital gain arising from the transfer of the CMG Shares is subject to income tax. To be eligible for the 50% discount, the CMG Shares must have been held for at least 12 months prior to accepting the exchange. No indexation is taken into account in calculating the net capital gain for these purposes. The 50% discount is taken into account after applying any available capital losses.

The CGT discount for superannuation funds is subject to the same conditions, but the discount is set at 33.33%, rather than 50%.

11.4.4 Taxation treatment of capital gains derived by companies where scrip for scrip rollover is not available or not elected

CMG Shareholders that are companies are not entitled to the CGT discount.

11.4.5 Taxation treatment of capital losses

A capital loss may be offset against current or future year capital gains, but may not be offset against other ordinary income of the taxpayer.

11.4.6 Other effects where the rollover is not available or not chosen

Where a CMG Shareholder receives Venturex Shares in exchange for CMG Shares, but does not elect or cannot elect to utilise the scrip for scrip rollover, the following additional consequences will apply:

(a) the cost base of the Venturex Shares will equal the market value of the CMG Shares exchanged; and
(b) the acquisition date of the Venturex Shares received in exchange for the CMG Shares will be the date on which the exchange occurs.

11.5 Consequences for non-resident shareholders

This report does not consider the taxation consequences for non-resident CMG Shareholders. Shareholders who are not Australian residents should seek

independent advice regarding what the Australian taxation consequences of this transaction are for non-residents.

11.6 Stamp Duty

There is no stamp duty on the disposal of your CMG Shares if you accept the Offer.

11.7 GST

The disposal of CMG Shares and acquisition of Venturex Shares pursuant to the Offer will not attract the Goods and Services Tax as such transactions will be input taxed financial supplies.

11.8 Disclaimer

This section should be read and considered as a whole, including the assumptions underpinning the taxation comments, together with the other information provided to CMG Shareholders.

It is possible that the taxation advice provided in this section may also constitute “financial product advice” within the meaning of that term in the Corporations Act 2001. We are therefore required to advise that tax is only one of the matters that must be considered when making a decision on a financial product. You should consider taking advice from the holder of an Australian Financial Services Licence before making a decision on a financial product.

12. TERMS AND CONDITIONS OF THE OFFER

12.1 General Terms

(a) Offer

Venturex offers to acquire all of your CMG Shares on the terms and conditions of this Offer. This Offer relates to all CMG Shares which exist (or will exist) as at the Record Date.

(b) Rights

If you accept this Offer and Venturex acquires your CMG Shares, Venturex is also entitled to any Rights in respect of your CMG Shares.

(c) Consideration

The consideration being offered by Venturex for the acquisition of all of your CMG Shares is 4.25 Venturex Shares for each CMG Share you own, subject to the terms and conditions set out in the Offer.

(d) Rounding

If you become entitled to a fraction of a Venturex Share under the Offer, the number of Venturex Shares will be rounded up to the nearest whole number.

(e) Foreign Shareholders

If you are a Foreign Shareholder then despite any other provision of this Offer, you are offered and will receive for your CMG Shares as a cash amount calculated under clause 12.7.

(f) ASX Listing of Venturex Shares

Venturex will apply for official quotation of the Venturex Shares on ASX. Quotation will not be automatic but will depend on ASX exercising its discretion. Venturex has already been admitted to the official list of ASX and the Venturex Shares to be issued under the Offer are of the same class as Venturex Shares already quoted on ASX. Venturex cannot guarantee, and does not represent or imply, that the Venturex Shares will be listed.

(g) Ranking of Venturex Shares

The Venturex Shares to be issued pursuant to this Offer will, from their date of issue, rank equally in all respects with existing Venturex Shares currently on issue.

(h) Terms of Venturex Shares

The rights and obligations of the Venturex Shares are set out in Section 9 of the Bidder’s Statement.

12.2 Offer Period

Unless withdrawn, this Offer will remain open for acceptance during the period commencing on the date of this Offer and ending at 5.00pm (WST) on 26 June 2009, subject to any extension in accordance with the Corporations Act.

12.3 Who May Accept

(a) Registered Holders at Record Date and Additional Holders

This Offer is being made to each holder of CMG Shares registered, or entitled to be registered, in the register of shareholders of CMG as at 5.00pm (WST) on the Record Date.

(b) Transferees

A person who:

(i) is able during the Offer Period to give good title to a parcel of CMG Shares; and
(ii) has not already accepted this Offer which relates to those CMG Shares,

may accept as if an Offer from Venturex on terms identical with this Offer had been made to that person in relation to those CMG Shares.

(c) Trustees and Nominees

If at any time during the Offer Period and before this Offer is accepted, you hold your CMG Shares in two or more distinct portions (for example, as trustee, nominee or otherwise on account of another person) within the meaning of Section 653B of the Corporations Act, then:

(i) this Offer is deemed to consist of a separate corresponding Offer to you in relation to each distinct portion of your CMG Shares; and
(ii) acceptance by you of the Offer for any distinct parcel of CMG Shares is ineffective unless you give written notice to Venturex stating that your CMG Shares consist of distinct portions and your acceptance specifies the number of the CMG Shares in each separate parcel to which the acceptance relates.

(d) Foreign Laws

This Offer is not registered in any jurisdiction outside Australia (unless an applicable foreign law treats it as registered as a result of the Bidder’s Statement being lodged with ASIC). It is your sole responsibility to satisfy yourself that you are permitted by any foreign law applicable to you to accept this Offer and to comply with any other necessary formality and to obtain any necessary governmental or other consents.

12.4 How to Accept this Offer

(a) Acceptance

To accept this Offer, you must (either personally or through an agent):

(i) complete and sign the Acceptance Form in accordance with the instructions on the Acceptance Form; and
(ii) ensure that the Acceptance Form together with all other documents required by the instructions on it (including the certificates in respect of any of your CMG Shares which are certificated) are received at the following address before the end of the Offer Period:

Mailing and Delivery Address:

Venturex Resources Limited c/- Advanced Share Registry 150 Stirling Highway NEDLANDS WA 6009

(b)

100% Acceptance Only

You may only accept this Offer in respect of 100% (and not a lesser proportion) of your CMG Shares. For example, if you have 10,000 CMG Shares and you wish to accept the Offer, you may only accept this Offer in respect of 10,000 CMG Shares.

(c)

Facsimile

The return of the Acceptance Form to the Company (or Advanced Share Registry Services) by facsimile does not satisfy the requirements of Sections 12.4(a) (unless you have made prior arrangements with Venturex). If your Acceptance Form is returned by post, it will be deemed to have been received in time if the envelope in which it is sent is post-marked before the end of the Offer Period.

(d)

Acceptance Irrevocable

Once you have accepted this Offer, you will be unable to revoke your acceptance and the contract resulting from your acceptance will be binding on you, subject to Section 650E of the Corporations Act.

(e) Validation of Ineffective Acceptance

Venturex may, in its sole discretion, at any time deem any Acceptance Form it receives to be a valid acceptance in respect of your CMG Shares even if a requirement for acceptance has not been complied with.

12.5 The Effect of Acceptance

(a) By following the procedures described in Sections 12.4, you will be deemed to have:
(i) accepted this Offer in respect of the CMG Shares registered in your name to which this Offer relates (Purchased Shares), regardless of the number of CMG Shares specified in the Acceptance Form;

(ii) agreed to transfer your Purchased Shares to Venturex;
(iii) agreed to accept the consideration being offered by Venturex and agreed to be bound by the Constitution of Venturex;
(iv) authorised Venturex to complete the Acceptance Form by correcting any errors in or omissions from the Acceptance Form as may be necessary:
(A) to make the Acceptance Form an effective acceptance of this Offer; and/or
(B) to enable registration of the transfer to Venturex of your Purchased Shares;
(v) irrevocably authorised and directed CMG to pay to Venturex or to account to Venturex for all dividends and other distributions and entitlements which are declared, paid or which arise or accrue after the date of this Offer in respect of your Purchased Shares which Venturex acquires pursuant to this Offer (subject to Venturex accounting to you for any dividends, distributions or entitlements received by it if your acceptance of this Offer is validly withdrawn pursuant to Section 650E of the Corporations Act or the contract resulting from that acceptance becomes void);
(vi) represented and warranted to Venturex that Venturex will acquire good title to and beneficial ownership of all of your Purchased Shares free from all mortgages, charges, liens, encumbrances (whether legal or equitable) and other third party interests of any kind;
(vii) unless you are a Foreign CMG Shareholder (as that expression is defined in Section 12.3(d) of this Bidder’s Statement), agreed to accept the Venturex Shares to which you become entitled by accepting this Offer subject to Venturex's Constitution and the terms of issue of the Venturex Shares and to have authorised Venturex to place your name on its register of shareholders as the holder of your respective portion of Venturex Shares;
(viii) represented and warranted to Venturex that the making by Venturex to you, and your acceptance, of this Offer is lawful under any Foreign Law which applies to you, to the making of this Offer, and to your acceptance of this Offer;
(ix) agreed to indemnify Venturex fully in respect of any claim, demand, action, suit or proceeding made or brought against Venturex and any loss, cost, expense, damage or liability whatsoever suffered or incurred by Venturex as a result of Venturex not receiving from you any certificate(s) for your Purchased Shares;
(x) appointed Venturex or any nominee of Venturex as your agent and attorney to exercise all the powers and Rights attaching to your Purchased Shares and have agreed not to revoke that

appointment during the period (Proxy Period) between the date of your acceptance of this Offer and the earlier of:

(A) the date on which Venturex is registered as the holder of your Purchased Shares;
(B) the date on which your acceptance is validly withdrawn pursuant to Section 650E of the Corporations Act; or
(C) the date on which the contract resulting from your acceptance becomes void under Section 650G of the Corporations Act;
(xi) authorised Venturex, as your agent and attorney, and in your name and on your behalf, to execute, at any time after your acceptance of this Offer, all forms, notices and instruments in respect of your Purchased Shares, and to have agreed not to revoke that authority during the Proxy Period;
(xii) irrevocably appointed Venturex and its directors from time to time jointly and severally as your attorney in your name and on your behalf, with effect from the date that the Offer, or any contract resulting from your acceptance of the Offer, becomes unconditional to exercise all powers and Rights which you may have as the holder of your CMG Shares including, without limitation, the rights to:
(A) attend and vote in respect of your CMG Shares at any and all meetings of CMG;
(B) requisition or join with other holders of CMG Shares in requisitioning and/or convening a meeting of the members of CMG;
(C) demand a poll for any vote to be taken at any meeting of CMG Shareholders;
(D) propose or second any resolutions to be considered at any, and all meetings of CMG Shareholders;
(E) execute all forms, transfers, assignments, notices, instruments (including instruments appointing a director of Venturex as a proxy in respect of all or any of your CMG Shares and a transfer form for your CMG Shares), proxies, consents, agreements and resolutions relating to your CMG Shares;
(F) request CMG to register in the name of Venturex or its nominee your CMG Shares which you hold on any register of CMG,
(G) and to have agreed that in exercising the powers conferred by that power of attorney, the attorney shall be entitled to act in the interests of Venturex as the beneficial owner and intended registered holder of

your CMG Shares in respect of which you have accepted this Offer and to have further agreed to do all such acts, matters and things that Venturex may require to give effect to the matters the subject of this paragraph (including the execution of a written form of proxy to the same effect as this paragraph which complies in all respects with the requirements of the Constitution of CMG) if requested by Venturex.

(b) Venturex may at any time in its absolute discretion:
(i) treat the receipt by it of an Acceptance Form during the Offer Period (or in an envelope post-marked before the expiry of the Offer Period) as a valid acceptance notwithstanding that one or more of the other requirements for a valid acceptance have not been complied with; and
(ii) where you have satisfied the requirements for acceptance in respect of only some of your Purchased Shares, treat the acceptance as a valid acceptance in respect of all of your Purchased Shares.

In respect of any part of an acceptance treated by it as valid, Venturex will provide you with the relevant consideration in accordance with Section 12.6, and the exercise of Venturex's rights under this Section 12.5 will be conclusively and only evidenced by its so doing. This Section is not a condition of this Offer.

12.6 Provision of Consideration

(a) Subject to the terms of this Offer and the Corporations Act, Venturex will provide the consideration for your CMG Shares not later than one month after this Offer is accepted or this Offer (or the contract resulting from its acceptance) becomes unconditional, whichever is the later, but in any event (assuming the Offer becomes or is declared unconditional) not later than 21 days after the end of the Offer Period.
(b) Subject to Section 12.7, a holding statement for the Venturex Shares to which you become entitled by accepting this Offer will be sent by pre-paid mail (airmail in the case of overseas CMG Shareholders) to your address as shown on the Acceptance Form.
(c) Where the Acceptance Form requires an additional document to be given with your acceptance (such as a power of attorney):
(i) if that document is given with your acceptance, Venturex will provide the consideration in accordance with Section 12.6(a);
(ii) if that document is given after acceptance and before the end of the Offer Period while this Offer is subject to a defeating condition, Venturex will provide the consideration by the end of whichever of the following periods ends earlier:
- (A) within one month after this Offer becomes unconditional; or

  - (B) 21 days after the end of the Offer Period;

(iii) if that document is given after acceptance and before the end of the Offer Period while this Offer is not subject to a defeating condition, Venturex will provide the consideration by the end of whichever of the following periods ends earlier:
- (A) one month after that document is given; or
- (B) 21 days after the end of the Offer Period; and
(iv) if that document is given after the end of the Offer Period, Venturex will provide the consideration within 21 days after that document is given.
(d) If, at the time you accept the Offer, any of the following:
(i) Banking (Foreign Exchange) Regulations 1959 (Cth);
(ii) Charter of the United Nations (Terrorism and Dealing with Assets) Regulations 2002 (Cth);
(iii) Charter of the United Nations (Sanctions – Afghanistan) Regulations 2001 (Cth);
(iv) Iraq (Reconstruction and Repeal of Sanctions) Regulations 2003 (Cth); or
(v) any other law of Australia,

require that an authority, clearance or approval of the Reserve Bank of Australia, the Australian Taxation Office or any other government authority be obtained before you receive any consideration for your Purchased Shares, or would make it unlawful for the Company to provide any consideration to you for your Purchased Shares, you will not be entitled to receive any consideration for your Purchased Shares until all requisite authorities, clearances or approvals have been received by the Company.

12.7 Foreign Shareholders

(a) If you are a Foreign CMG Shareholder (as that expression is defined in Section 15 of this Bidder’s Statement), and you accept this Offer, Venturex will:
(i) arrange for the issue to a nominee approved by the ASIC (Nominee) of the number of Venturex Shares to which you and all other foreign shareholders would have been entitled but for this Section;
(ii) cause those Venturex Shares to be offered for sale in such manner, at such price and on such other terms and conditions as are approved by the nominee; and
(iii) pay to you the amount ascertained in accordance with the following formula:

Net Proceeds of Sale x VS TS

Where:

(A) Net Proceeds of Sale is the amount remaining after deducting the expenses of the sale from the proceeds of sale;
(B) VS is the number of Venturex Shares which would, but for Section 12.7(a), have been allotted and issued to you; and
(C) TS is the total number of Venturex Shares allotted and issued to the nominee under this Section in respect of the CMG Shares held by all foreign shareholders.
(b) You will be paid your share of the proceeds of the sale of the Venturex Shares by the Nominee in Australian currency.
(c) Payment will be made by cheque posted to you at your risk by ordinary mail (or in the case of overseas shareholders, by airmail) as soon as practicable and in any event within the period required by the Corporations Act to your address in the most up to date copy of the CMG register provided to the Company before your consideration cheque is produced.
(d) Under no circumstances will interest be paid on your share of the proceeds of the sale of Venturex Shares by the Nominee, regardless of any delay in remitting these proceeds to you or your receipt of those proceeds.

12.8 Defeating Conditions of this Offer

The Offer and any contracts resulting from acceptance of the Offer are subject to fulfilment of the following conditions:

(a) Selective Reduction of Capital

CMG completing the selective buy-back of its capital, including obtaining all required approvals so that its share capital is 44,520,000 fully paid ordinary shares;

(b) CMG Shares minimum acceptance

during, or at the end of, the Offer Period:

(i) Venturex has acquired a relevant interest in at least 90% (by number) of CMG Shares; and
(ii) Venturex becomes entitled to compulsorily acquire all remaining CMG Shares in accordance with Chapter 6A of the Corporations Act;
(c) Venturex Shareholder Approval in General Meeting

if required, approval by Venturex Shareholders in General Meeting to comply with Listing Rule 11.1.2 (and any other approvals required by ASX);

(d)

No restraining orders

between the Announcement Date and the end of the Offer Period:

(i) there is not in effect any preliminary or final decision, order or decree issued by a Regulatory Authority; and
(ii) no application is made to any Regulatory Authority (other than by any member of the Venturex Group), or action or investigation is announced, threatened or commenced by a Regulatory Authority; and
(iii) in consequence of, or in connection with, the Takeover Offer (other than a determination by ASIC or the Takeovers Panel in exercise of the powers and discretions conferred by the Corporations Act), which:
(A) restrains or prohibits (or if granted could restrain or prohibit), or otherwise materially adversely impacts on, the making of the Takeover Offer or the completion of any transaction contemplated by the Takeover Offer (whether subject to conditions or not) or the rights of Venturex in respect of CMG and CMG Shares to be acquired under the Takeover Offer ; or
(B) requires the divestiture by Venturex of any CMG Shares, or the divestiture of any assets of the CMG Group, the Venturex Group or otherwise.

(e) No material adverse effect

(except in relation to completion obligations) that no specified event occurs that will, or is reasonably likely to, have a material adverse effect on the assets and liabilities, financial position and performance, profits and losses or prospects of CMG and its subsidiaries, including as a result of making the Takeover Offer or the acquisition of CMG Shares pursuant to the Takeover Offer. For these purposes, a "specified event" is:

(i) an event or occurrence that occurs during the Offer Period;
(ii) an event or occurrence that occurs before the Announcement Date but is only announced or publicly disclosed between the Announcement Date and the end of the Offer Period;
(iii) an event or occurrence that will or is likely to occur following the Offer Period and which has not been publicly announced prior to the Announcement Date; or
(iv) Venturex becoming aware that any document filed by or on behalf of CMG with any Regulatory Authority prior to the Announcement Date contains a material inaccuracy or is

misleading (whether by omission or otherwise) in a material respect;

(f) No material acquisitions, disposals or new commitments

except for any committed transaction by CMG before the Announcement Date, none of the following events occurs during the period from the Announcement Date to the end of the Offer Period:

(i) CMG or any subsidiary of CMG acquires, offers to acquire or agrees to acquire one or more companies, businesses or assets (or any interest in one or more companies, businesses or assets);
(ii) CMG or any subsidiary of CMG disposes of, offers to dispose of or agrees to dispose of one or more companies, businesses or assets (or any interest in one or more companies, businesses or assets);
(iii) CMG or any subsidiary of CMG creates, offers to create or agrees to create an encumbrance over one or more companies, businesses or assets (or any interest in one or more companies, businesses or assets);
(iv) CMG or any subsidiary of CMG enters into, or offers to enter into or agrees to enter into, any agreement, joint venture, partnership, management agreement or commitment which would require expenditure, or the foregoing of revenue, by CMG and/or its subsidiaries of an amount which is, in aggregate, more than A$50,000, other than in the ordinary course of business;
(v) CMG declares or pays any dividends or other distribution of profits or capital to any CMG Shareholder;
(vi) amends its constitution or the terms of issue of any shares, options or other convertible securities; or
(vii) resolves or announces an intention to do any of the things referred to in paragraphs (a) to (e) above;

(g) No persons exercising rights under certain agreements or instruments

after the Announcement Date and before the end of the Offer Period, no person exercises or purports to exercise, or states an intention to exercise, any rights under any provision of any agreement or other instrument to which CMG or any subsidiary of CMG is a party, or by or to which CMG or any subsidiary of CMG or any of its assets may be bound or be subject, which results, or could result, to an extent which is material in the context of CMG or CMG and its subsidiaries taken as a whole, in:

(i) any monies borrowed by CMG or any subsidiary of CMG being or becoming repayable or being capable of being declared repayable immediately or earlier than the repayment date stated in such agreement or other instrument;

(ii) any such agreement or other instrument being terminated or modified or any action being taken or arising thereunder;
(iii) the interest of CMG or any subsidiary of CMG in any firm, joint venture, trust, corporation or other entity (or any arrangements relating to such interest) being terminated or modified; or
(iv) the business of CMG or any subsidiary of CMG with any other person being adversely affected,

as a result of the acquisition of CMG Shares by Venturex;

(h) Prescribed occurrences during Offer Period

that during the Offer Period, none of the following events happen:

(i) CMG converts all or any of its shares into a larger or smaller number of shares other than to comply with Section 12.8(a);
(ii) CMG or a subsidiary resolves to reduce its share capital in any way other than to comply with Section 12.8(a); and
(iii) CMG or a subsidiary:
(A) issues shares, or grants an option over its shares, or agrees to make such an issue or grant such an option;
(B) issues, or agrees to issue, convertible notes;
(C) disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;
(D) charges, or agrees to charge, the whole, or a substantial part, of its business or property;
(E) resolves to be wound up;
(F) a liquidator or provisional liquidator of CMG or of a subsidiary is appointed;
(G) a court makes an order for the winding up of CMG or of a subsidiary;
(H) an administrator of CMG or of a subsidiary is appointed under sections 436A, 436B or 436C of the Corporations Act;
(I) executes a deed of company arrangement; or
(J) a receiver or a receiver and manager is appointed in relation to the whole, or a substantial part, of the property of CMG or of a subsidiary.

(i) Prescribed occurrences during Period from Announcement Date to Offer Period

that during the period commencing on the Announcement Date and ending immediately before the commencement of the Offer Period, none of the events described in condition (h) above occur;

(j) ASX conditions

all conditions that ASX imposes (if any) as a pre-requisite to completion of the Takeover Offer are fulfilled;

(k) Stock and financial markets

that, between the Announcement Date and the end of the Offer Period the price of gold (as determined by the London pm fix) does not fall below US$700 per ounce for a period of three (3) consecutive business days;

(l) Reilly to accept deferred payment of director’s fees

CMG to procure that Anthony Reilly agrees to accept a deferred payment of his accrued Directors fees up to a maximum amount of $82,216 (inclusive of outstanding wages, superannuation and leave entitlements) as at 31 March 2009 and that no further directors fees shall be paid or accrued above his current all inclusive salary of $100,000 per annum after 31 March 2009, with such payment to be deferred until completion of the Takeover Offer and when Venturex has a net cash reserve of $5 million; and

(m) Agreement with Aspen Corporate to defer payment of unsecured loan

CMG to secure the agreement of Aspen Corporate to accept the amount of $36,117 (inclusive of GST) as full and final repayment by CMG of the outstanding loan amount to Aspen Corporate, with such repayment to be deferred until completion of the Takeover Offer and when Venturex has a net cash reserve of $5 million.

12.9 Withdrawal of Offer

Venturex may withdraw this Offer at any time before you accept it, but only with the consent in writing of the ASIC (which consent may be given subject to such conditions, if any, as are imposed by the ASIC).

12.10 Variation

Venturex may vary this Offer in accordance with Section 650D of the Corporations Act.

12.11 Stamp duty or other costs

All costs and expenses of the preparation, dispatch and circulation of this Offer and any stamp duty payable in respect of the transfers will be paid by Venturex. No brokerage is payable by you if you accept this Offer.

12.12 Governing Law

This Offer and any contract that results from your acceptance of this Offer are governed by the laws in force in Western Australia.

12.13 Date of Offer

This Offer is dated 15 May 2009.

13. ADDITIONAL INFORMATION

13.1 Implementation Agreement

On or about 2 April 2009 Venturex and CMG entered into the Implementation Agreement pursuant to which Venturex agreed to make an offer to CMG Shareholders to acquire 100% of the CMG Shares on issue. On 8 May 2009, Venturex and CMG agreed to amend the Implementation Agreement to change the terms of the offer to the terms stated in this Bidder’s Statement.

The key terms of the Implementation Agreement were as follows:

(a) Venturex agreed to make the Offer;
(b) subject to there being no superior offer or any legal requirement preventing them from making a recommendation, the CMG Directors agreed to recommend to CMG Shareholders that they accept the Offer;
(c) CMG Directors agreed to enter into the Pre-Bid Agreements relating to CMG Shares totalling 19.9% of the total CMG Shares on issue following the Capital Reduction;
(d) Anthony Reilly, Brian Featherby and Sergio Di Vincenzo, all CMG Directors, have agreed to the voluntary escrow of their respective Venturex Shares (up to a maximum of 60,000,000 venturex Shares) issued to them under the Offer for a period of 12 months from the date of issue of those Venturex Shares; and
(e) Venturex agreed to provide the Loans.

The Implementation Agreement otherwise contains terms considered standard for an agreement of this nature.

13.2 Pre-Bid Agreements

Venturex has entered into pre-bid agreements with each of the CMG Directors pursuant to which each of the CMG Directors have agreed to accept the Offer in relation to the following Shares:

Name	No of Shares subject to Pre-Bid Agreement
Glenn Featherby	2,100,000
Anthony Reilly	1,919,826
Carl Swensson	1,000,000
Sergio Di Vincenzo	1,919,826
Brian Featherby	1,919,826

13.3 Venturex is a Disclosing Entity

Venturex is a “disclosing entity” (as defined in Section 111AC of the Corporations Act) for the purposes of Section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, Venturex is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of Venturex’s securities.

Venturex’s Shares have been quoted on ASX during the 12 months prior to the date of this Bidder’s Statement. For this reason, Venturex is only required to disclose information in this Bidder’s Statement that would usually be required where its Shares have been continuously quoted securities.

In general terms, where Venturex Shares are continuously quoted securities, the Bidder’s Statement is only required to contain information in relation to the effect of the Offer on Venturex and the rights and liabilities attaching to the Venturex Shares. It is not necessary to include general information in relation to all of the assets, liabilities, financial position and performance, profits and losses or prospects of Venturex unless such information has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules and it is information:

(a) that investors and their professional advisors would reasonably require for the purposes of making an informed assessment of Venturex’s assets and liabilities, financial position, performance, profits and losses or prospects; and
(b) the information relates to the rights and liabilities attaching to the Venturex Shares.

Information that is already in the public domain has not been reported in this Bidder's Statement other than that which is considered necessary to make this Bidder’s Statement complete.

Venturex, as a disclosing entity under the Corporations Act states that:

(a) it is subject to regular reporting and disclosure obligations;
(b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in Section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and
(c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Bidder’s Statement and the Closing Date:
(i) the financial statements of Venturex for the financial year ended 30 June 2008 being the last financial statements for a financial year, of Venturex lodged with the ASIC before the issue of this Bidder’s Statement;
(ii) any half year financial statements of Venturex lodged with ASIC since the lodgement of the last financial statements for the

year ended 30 June 2008 lodged with ASIC before the issue of this Bidder’s Statement; and

(iii) any documents used to notify ASX of information relating to Venturex in the period from lodgement of the financial statements referred to in paragraph (i) above until the issue of the Bidder’s Statement in accordance with the Listing Rules as referred to in Section 674(1) of the Corporations Act.

Copies of all documents lodged with the ASIC in relation to Venturex can be inspected at the registered office of Venturex during normal office hours.

A list of Venturex’s announcement made to ASX is attached in Appendix 1.

ASX maintains files containing publicly available information for all listed companies. Venturex’s file is available for inspection at ASX during normal office hours.

The announcements are also available through Venturex’s website www.venturexresources.com.

(a) Directors’ Interests

Other than as set out below or elsewhere in this Bidder’s Statement, no Venturex Director nor any firm in which such a Venturex Director is a partner, has or had within 2 years before the lodgement of this Bidder’s Statement with the ASIC, any interest in:

(i) the formation or promotion of Venturex;
(ii) property acquired or proposed to be acquired by Venturex in connection with its formation or promotion or the Offer pursuant to this Bidder’s Statement; or
(iii) the Offer pursuant to this Bidder’s Statement,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any Venturex Director or to any firm in which any such Venturex Director is a partner, either to induce him to become, or to qualify him as, a Venturex Director or otherwise for services rendered by him or by the firm in connection with the formation or promotion of Venturex or Offer pursuant to this Bidder’s Statement.

Directors’ interests in securities of the Company at the date of this Bidder’s Statement are:

Director	Shares	Option	Annual Remuneration

Allan Trench	2,000,000	3,000,000	$32,700
Michael Mulroney	15,800,820	4,029,350	$27,250
Tim Sugden	28,200,000	10,000,000	$87,200

The Constitution of Venturex provides that the non-executive Venturex Directors may be paid for their services as Venturex Directors, a sum not exceeding such fixed sum per annum as may be determined by Venturex in general meeting, to be divided among the Venturex Directors and in default of agreement then in equal shares. Venturex paid to the Venturex Directors a total of $150,225 the year ended 30 June 2007 and $523,798 for the year ended 30 June 2008. In addition to the above, the Venturex Directors have been paid fees totalling $209,566 from the end of the previous financial year until the date of this Bidder’s Statement. Venturex Directors, companies associated with the directors or their associates are also reimbursed for all reasonable expenses properly incurred in the course of conducting their duties which include, but are not in any way limited to, out of pocket expenses, travelling expenses, disbursements made on behalf of Venturex and other miscellaneous expenses.

(b) Interests and Consents of Experts and Advisers

Other than as set out below or elsewhere in this Bidder’s Statement, no expert, promoter or any other person named in this Bidder’s Statement as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Bidder’s Statement, nor any firm in which any of those persons is or was a partner, nor any company with which any of those persons is or was associated, has or had within 2 years before the lodgement of this Bidder’s Statement with the ASIC, any interest in:

(i) the formation or promotion of Venturex; or

(ii) property acquired or proposed to be acquired by Venturex in connection with its formation or promotion or the Offer of securities pursuant to this Bidder’s Statement; or
(iii) the Offer of securities pursuant to this Bidder’s Statement,

and no amounts have been paid or agreed to be paid (in cash or Venturex Shares or otherwise) to any expert, promoter or any other person named in this Bidder’s Statement as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of this Bidder’s Statement, or to any firm in which any of those persons is or was a partner, or to any company with which any of those persons is or was associated, for services rendered by that person, or by the firm or the company, in connection with the formation or promotion of Venturex or the Offer pursuant to this Bidder’s Statement.

Steinepreis Paganin has acted as legal advisor to Venturex in relation to the Offer. Steinepreis Paganin is entitled to professional fees in accordance with its normal time-based charges.

(c)

Legal Proceedings

There is no litigation, arbitration or proceedings pending against or involving the Company as at the date of this Bidder’s Statement.

13.3.1 Trading of Venturex Shares

Venturex is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX.

The highest and lowest market sale prices of the Company’s Shares on ASX during the three months immediately preceding the date of lodgement of this Bidder’s Statement with the ASIC and the respective dates of those sales were:

Highest: $0.04 on 6 April 2009

Lowest: $0.009 on 9 - 11 March 2009

The latest available closing sale price of the Company’s Shares on ASX prior to the lodgement of this Bidder’s Statement with the ASIC was $0.02 on 13 May 2009, the last practical day prior to the lodgement of the Bidder’s Statement.

13.3.2 Dividends

Since it was admitted to official quotation on ASX, Venturex has not paid any dividends.

13.3.3 Date for Determining Holders of CMG Shares

For the purposes of Section 633(2) of the Corporations Act, the date for determining the people to whom information is to be sent under items 6 and 12 of Section 633(1) of the Corporations Act is the Register Date.

13.4 Consents to Be Named

This Bidder’s Statement contains statements made by, or statements based on statements made by, each of Dr Tim Sugden and Mr Carl Swensson. Each of Dr Sugden and Mr Swensson has given and has not, before the lodgement of this Bidder’s Statement with ASIC, withdrawn his written consent to the inclusion of:

(a) references to his name;
(b) each statement he has made; and
(c) each statement which is based on a statement he has made,

in this Bidder’s Statement in the form and context in which those statements appear.

Steinepreis Paganin has given, and has not, before the lodgement of this Bidder’s Statement with ASIC, withdrawn its consent to be named in the Bidder’s Statement as Venurex’s legal advisers in the form and context in which it is so named.

Advanced Share Registry has given, and has not, before the lodgement of this Bidder’s Statement with ASIC, withdrawn its consent to be named in the Bidder’s Statement in the form and context in which it is so named.

Webb Audit Pty Ltd has given, and has not, before the lodgement of this Bidder’s Statement with ASIC, withdrawn its consent to be named in the Bidder’s Statement in the form and context in which it is so named.

Each person named in this Section 13.4 as having given its consent to the inclusion of a statement or to being named in this Bidder’s Statement:

(a) does not make, or purport to make, any statement in this Bidder’s Statement or any statement on which a statement in this Bidder’s Statement is based other than, in the case of a person referred to above as having given their consent to the inclusion of a statement, a statement included in this Bidder’s Statement with the consent of that person; and
(b) to the maximum extent permitted by law, expressly disclaims and take no responsibility for any part of this Bidder’s Statement, other than a reference to its name and, in the case of a person referred to above as having given their consent to the inclusion of a statement, any statement or report which has been included in this Bidder’s Statement with the consent of that party.

13.5 Public Announcement Relating to the Takeover Bid

On 3 April 2009, Venturex made a public announcement in relation to the Takeover Bid to the ASX. On 8 May 2009, Venturex made a further public announcement confirming the agreement of Venturex and CMG to change the terms of the Offer.

Copies of this announcement may be obtained by CMG Shareholders without payment by contacting the Venturex Information Line on 08 6426 9181 or by accessing Venturex’s website at www.venturexresources.com.

13.6 Other Material Information

Except as set out elsewhere in this Bidder’s Statement, there is no other information that is:

(a) material to the making of a decision by a CMG Shareholder whether or not to accept the Offer; and
(b) known to Venturex;

that has not previously been disclosed to CMG Shareholders.

14. APPROVAL OF BIDDER’S STATEMENT

A copy of this Bidder’s Statement that is to be lodged with ASIC has been approved by a resolution passed by the Directors of Venturex Resources Limited on 15 May 2009.

Signed on behalf of Venturex Resources Limited in accordance with Section 351 of the Corporations Act.

==> picture [172 x 57] intentionally omitted <==

ALLAN TRENCH Non-Executive Chairman Dated: 15 May 2009

15. DEFINITION AND INTERPRETATION

15.1 Definitions

ASIC means the Australian Securities and Investments Commission.

ASTER means Advanced Spaceborne Thermal Emission and Reflection Radiometer.

ASX means ASX Limited (ABN 98 008 624 691) or the Australian Securities Exchange operated by ASX Limited

Au means the symbol for gold.

Bidder’s Statement means this document (including all appendices to it), being the statement of Venturex under Part 6.5 Division 2 of the Corporations Act relating to the Offer, and includes any supplementary Bidder’s Statements issued by Venturex.

Business Day means a day on which banks are open for business in Western Australia excluding a Saturday, Sunday or public holiday.

Capital Reduction means the reduction in the issued capital of CMG as outlined in Section 6.2.1.

CGT means capital gains tax.

CMG means CMG Gold Ltd (ACN 120 124 727).

CMG Board means the current board of Directors of CMG.

CMG Group means CMG and its Subsidiaries.

CMGM means CMG Mineracao Limitada (a company incorporated in Brazil).

CMG Shareholder means a holder of CMG Shares.

CMG Shares means fully paid ordinary shares in the capital of CMG.

Combined Entity means the Venturex Group following the acquisition of all or a majority of the CMG Shares (though, if less than 100% of the CMG Shares are acquired, any residual interests of the minority CMG Shareholders in the production, resource and assets of CMG would need to be taken into account).

Conditions means the conditions of the Offer outlined in Section 12.8.

Constitution means the Constitution of Venturex.

Corporations Act means the Australian Corporations Act 2001 (Cth).

CRAE means Conzinc Rio Tinto of Australia Exploration.

EL means an Exploration Licence.

ELA means an Exploration Licence Application.

Foreign CMG Shareholders means a CMG Shareholder whose address as shown in the register of members of CMG is in a jurisdiction other than Australia or its external territories or New Zealand, unless Venturex otherwise determines after being satisfied that it is not unlawful, not unduly onerous and not unduly impracticable to make the Offer to a CMG Shareholder in the relevant jurisdiction and to issue Venturex Shares to such a CMG Shareholder on acceptance of the Offer, and that it is not unlawful for such a CMG Shareholder to accept the Offer in such circumstances in the relevant jurisdiction.

Frontier Zone means the area of 150 kilometres inboard of the Bolivian Brazil board in Brazil.

General Meeting means the general meeting of Venturex Shareholders to be held on 17 June 2009.

GST means Australian goods and services tax.

Heap Leach means a metallurgical recovery technique in which crushed ore is heaped on an impermeable plastic and/or clay lined leach pad where it can be irrigated with a leach solution to dissolve contained gold.

Implementation Agreement means the letter of agreement regarding the terms and conditions of the Takeover Offer for all the shares in CMG, executed between Venturex and CMG, dated 2 April 2009.

JORC defined resource means a resource prepared in accordance with the Joint Ore Reserves Committee (JORC) Code of practice which sets out minimum standards for public reporting in Australia and New Zealand of Exploration Results, Mineral Resources and Ore Reserves.

Listing Rules means the Official Listing Rules of ASX as amended and waived from time to time.

Loans means the loans provided by Venturex to CMG, the details of which are contained in Section 6.2.3.

ML means Mining Licence.

Offer means the offer by Venturex on the Offer Terms to acquire CMG Shares (and for the avoidance of doubt includes each and such offer made to an individual CMG Shareholder pursuant to the offer).

Offer Period means the period between the opening and the closing of the Offer.

Offer Terms means the terms and conditions of the Offer set out in Section 12 of this Bidder’s Statement.

Pre-Bid Agreements means the pre-bid acceptance agreements entered into by the CMG Directors.

Projects means the exploration projects in which CMG has an interest in Brazil as outlined in Section 6.3 of this Bidder’s Statement.

RAB means Rotary Air Blast drilling.

RC means Reverse Circulation drilling.

Register Date means the date set by Venturex under section 633(2) of the Corporations Act, being 5.00pm (WST) on 15 May 2009.

Rights means the rights attaching to CMG Shares.

Subsidiary has the meaning given to that term in the Corporations Act.

Tax Act means the Income Tax Assessment Act 1997 (Cth).

Venturex means Venturex Resources Limited (ACN 122 180 205).

Venturex Board means the current board of Directors of Venturex.

Venturex Directors means the board of Directors of Venturex.

Venturex Group means Venturex and its Subsidiaries.

Venturex Shareholder means a holder of Venturex Shares.

Venturex Shares means fully paid ordinary shares in the capital of Venturex.

WST means Western Standard Time as observed in Perth, Western Australia.

15.2 Interpretation

(a) Words and phrases have the same meaning (if any) as is given to them by the Corporations Act.
(b) Words importing one gender include the other genders.
(c) Words (including defined terms) importing the plural include the singular and vice versa.
(d) A reference to a person includes a reference to a corporation.
(e) Headings are for ease of reference only and do not affect the interpretation of this Bidder’s Statement.
(f) References to Sections are to sections of this Bidder’s Statement.
(g) Annexures and appendices to this Bidder’s Statement form part of the Bidder’s Statement.
(h) All references to time in this Bidder’s Statement are to Australian Western Standard Time (WST).

16. TRANSFER AND ACCEPTANCE FORM

TRANSFER AND ACCEPTANCE FORM

A Shareholder Details

Number of CMG Shares you hold XXX Holder Identification

Number/Security Holder XXX Reference

Use this Form to accept Venturex Resources Limited's (Venturex) Offer for your CMG Gold Limited shares (CMG Shares).

B What Venturex Resources Limited is offering to buy

Venturex Resources Limited is offering to buy all of your CMG Shares.

What you will receive if you accept the Offer

CMG Shares XXX Venturex Shares XXX

If you accept the Offer, then subject to the satisfaction of the conditions of the Offer, you will receive 4.25 ordinary Venturex Shares for each of your CMG Shares. No brokerage on acceptances

You will not pay brokerage if you accept the Offer. Any transaction costs will be borne by Venturex Resources Limited.

C Contact details

Please provide your contract details in case we need to speak to you about this Form.

Name of contact person Contact person's daytime telephone number

D Sign here – this section must be signed for your instructions to be executed

I/We accept the offer made by Venturex Resources Limited for my/our CMG Shares. I/we agree to be bound by the terms and conditions of the Offer and transfer all of my/our CMG Shares to Venturex Resources Limited for the above consideration.

Individual or Securityholder 1 Sole Director and Sole Company Secretary

Securityholder 2 Securityholder 3 Director Director/Company Secretary

How to complete this form

Acceptance of the takeover offer

A	Registration Details	Power of Attorney	To sign under Power of Attorney, you
	The Shares are currently registered in the name(s) printed		must have already lodged this document
	on this form. Your Venturex Shares will be issued		with the Venturex Resources Limited's share
	in the names that appear on the		registry. Alternatively, attach a certified
	CMG Gold Limited register.		copy of the Power of Attorney to this form
			when you return it.
	If you have already sold all your CMG Shares shown overleaf,
	do not keep or return this form. Please send this form to the	Deceased Estate	All executors must sign and, if not
	Person who purchased the shares.		already noted by the Venturex Resources
			Limited’s share registry, a certified copy of
B	Consideration		Probate or Letters of Administration must
	The consideration payable under the takeover offer is4.25		accompany this form.
	Venturex Shares for each of your CMG Shares
		Companies	This form must be signed by either two
			Directors or a Director and a Company
C	Contact details		Secretary. Alternatively, where the
	Enter the name of a contact person and telephone number. These		company has a Sole Director, and pursuant
	details will only be used in the event that the registry has a query		to the Corporations Act, there is no
	regarding this form.		Company Secretary, or where the Sole
			Director is also the Sole Company
D	Signature(s)		Secretary, that Director may sign alone.
	You must sign the form as follows in the space provided:		Delete titles as applicable.
	Joint holding Where the holding is in more than one
	Name, all of the securityholders must sign.

How to accept the Offer

Simply complete and return this form to the Venturex Resources Limited's Share Registry, Advanced Share Registry Services, so that it is received by no later than 5.00pm WST on 26 June 2009 unless the Offer is extended.

If you sign and return this Form to Advanced Share Registry Services, you warrant to Venturex Resources Limited (and authorise Venturex Resources Limited to warrant on your behalf) that you have full legal and beneficial ownership of the CMG Shares and that Venturex Resources Limited will acquire them free from all mortgages, charges, liens, encumbrances (whether legal or equitable), restrictions on transfer of any kind and free from any third party rights.

Neither Venturex Resources Limited nor Advanced Share Registry Services will be responsible for any delays incurred by this process. You should allow sufficient time for the executed form to reach the address below.

Lodgement of Transfer and Acceptance Form

This Transfer and Acceptance Form must be received at the Perth office of Advanced Share Registry Services by no later than 5.00pm WST 26 June 2009. Return this Transfer and Acceptance Form to:

Postal Address	OR	Hand Delivery
Advanced Share Registry Services		Advanced Share Registry Services
PO Box 1156		110 Stirling Highway
Nedlands WA 6909		Nedlands WA 6009

Privacy Statement

Personal information is collected on this form by Advanced Share Registry Services for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Advanced Share Registry Services, or you would like to correct information that is inaccurate, incorrect or out of date, please contact Advanced Share Registry Services. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting Advanced Share Registry Services. You can contact Advanced Share Registry Services using the details provided on the front of this form.

If you have any enquiries concerning the Offer, please contact the Company Secretary at Venturex Resources Limited on +61 8 6424 9188.

Please note this Form may not be used to change your address:

Please return the completed form in the reply-paid envelope provided or to the address opposite:

Advanced Share Registry Services PO Box 1156 Nedlands WA 6909

APPENDIX 1 – VENTUREX ASX RELEASES

The following ASX announcements have been released by Venturex since publication of its 2008 Annual Report:

Date	Description of Announcement
13/05/2009	Notice of General Meeting/Proxy Form
12/05/2009	Option Expiry Notice
08/05/2009	Variation of Takeover Bid
30/4/2009	Change in Substantial Holding
30/4/2009	Change of Director’s Interest Notice
24/4/2009	Quarterly Activities Report
24/4/2009	Quarterly Cashflow Report
22/4/2009	Appendix 3B
14/4/2009	Issue of Shortfall & Placement & 3B
14/4/2009	Release from Escrow
09/04/2009	Supplementary Prospectus & Placement
03/04/2009	Acquisition of Brazilian Gold Projects
12/03/2009	Half Year Accounts
16/02/2009	Correction to Appendix 3Y
04/02/2009	Change of Director’s Interest Notice x3
04/02/2009	Change in substantial holding x2
03/02/2009	Partial Shortfall Placement and Appendix 3B
30/01/2009	Quarterly Activities Report
30/01/2009	Quarterly Cashflow Report
27/01/2009	Change of Director’s Interest Notice
27/01/2009	Change in substantial holding
27/01/2009	Change in substantial holding
20/01/2009	Change of Director’s Interest Notice
20/01/2009	Change in substantial holding

Date	Description of Announcement
20/01/2009	Change in substantial holding
19/01/2009	Non-Renounceable Issue – Shortfall Notification
16/01/2009	Becoming a substantial holder
15/01/2009	Change of ASX Code
15/01/2009	Change of Name
14/01/2009	Change of Director’s Interest Notice x3
13/01/2009	Appendix 3B
12/01/2009	Results of Meeting
31/12/2008	Shareholder Letter Accompanying Prospectus
31/12/2008	Entitlement and Acceptance Application Form
31/12/2008	Prospectus Despatch
18/12/2008	Letter to Option Holders re Entitlement Issue
18/12/2008	Letter to Shareholders re Entitlement Issue
16/12/2008	Appendix 3B Entitlement Issue 1 for 1
16/12/2008	Entitlement Issue Prospectus 1 for 1
12/12/2008	Change of Registered Office Address and Company Secretary
11/12/2008	Notice of General Meeting/Proxy Form
27/11/2008	Converting Loan Agreements
24/11/2008	Change of Director’s Interest Notice
14/11/2008	Initial Director’s Interest Notice
14/11/2008	Restructuring and Capital Raising Plans
14/11/2008	Reinstatement to Official Quotation
13/11/2008	Final Director’s Interest Notice
13/11/2008	Appointment of Non-Exec Chairman/Resignation of Director
03/11/2008	Final Director’s Interest Notice
03/11/2008	Results of AGM
03/11/2008	Resignation of Director

Date	Description of Announcement
29/10/2008	Quarterly Activities Report
29/10/2008	Quarterly Cashflow Report
17/10/2008	Liberty-Indee Diamond Drilling Results
16/10/2008	Cancellation of 1 for 3 Non-Renounceable Rights Issue
16/10/2008	Suspension from Official Quotation
14/10/2008	Trading Halt
10/10/2008	Annual Report to Shareholders
07/10/2008	Status of Underwriting Agreement
06/10/2008	Change of Director’s Interest Notice App 3Y
02/10/2008	Entitlement and Acceptance Application Form
02/10/2008	Shareholder Letter accompanying Prospectus
02/10/2008	Notice of Annual General Meeting/Proxy Form
30/09/2008	Annual Report and Full Year Statutory Accounts

AI assistant

DEVELOP GLOBAL LIMITED — M&A Activity 2009

64801_rns_2009-05-14_86b5c022-9dcf-40cc-8098-a7f6fb619024.pdf

TAKEOVER BID FOR CMG GOLD LIMITED

Yours faithfully

Bidder’s Statement

Venturex Resources Limited

ABN 28 122 180 205

IMPORTANT NOTICE

TABLE OF CONTENTS

CORPORATE DIRECTORY

Directors

Solicitors

Auditor

1. IMPORTANT INFORMATION

2. IMPORTANT DATES

3. WHY YOU SHOULD ACCEPT THIS OFFER

4. SUMMARY OF THE TAKEOVER OFFER AND HOW TO ACCEPT IT

4.1 Key Terms of the Offer

4.2 Closing Date

4.3 No Brokerage Fees or Stamp Duty

4.4 Conditions

4.5 How to Accept

5. INFORMATION ABOUT VENTUREX

5.1 Introduction to Venturex

5.2 Venturex’s Board of Directors and Management Team

Dr Allan Trench, Chairman - Appointed 12 November 2008

Dr Tim Sugden, Managing Director - Appointed 18 August 2008

Mr Michael Mulroney, Non-Executive Director - Appointed 9 June 2008

Ms Liza Carpene, Company Secretary – Appointed 26 August 2008

5.3

Project Information

5.3.1 Liberty-Indee Project (70%)

Recent History

Location and Results

Exploration Plan

Flotation Test Work

5.3.2 Kooline Silver-Lead Project (100%)

5.3.3 Tarrawarra Project (100%)

5.4 Capital structure

5.5 Balance Sheet

6. INFORMATION ABOUT CMG

6.1 Overview of CMG and its Principal Activities

6.2 CMG Share Capital Information

6.2.1

CMG’s Capital Structure

6.2.2 Venturex’s Relevant Interest and Voting Power

6.2.3 Loans

(Loans).

6.2.4 Interests of Venturex Directors in CMG Shares

6.2.5 Dealings in CMG Shares

6.2.6 Benefits to CMG Shareholders

6.2.7 Agreements for Increased Price or Other Benefits

6.2.8 No Agreement between Venturex and CMG or the Directors of CMG

6.2.9 CMG’s Directors’ Holdings and Pre-Bid Agreements

6.3 Project Information

6.3.1 Jatoba

Status of Tenure

Venturex’s Proposed Exploration Plan

6.3.2 Rio Pombo

Status of Tenure

Venturex’s Proposed Exploration Plan

6.3.3 St Elina

Status of Tenure

Venturex’s Proposed Exploration Plan

6.3.4 Tanque Fundo

Status of Tenure

Venturex’s Proposed Exploration Plan

6.3.5

Serrinha

Status of Tenure

6.3.6 Other Opportunities in Mato Grosso and Para

6.4

Balance Sheet

6.5 Further Information

7. VENTUREX’S INTENTIONS

7.2 Intentions During the Offer Process

7.3 Intentions Upon Acquisition of 90% or more of CMG Shares

7.4 Intentions Upon Acquisition of Less Than 90% of CMG Shares

8. OVERVIEW OF THE COMBINED ENTITY

DEVELOP GLOBAL LIMITED M&A Activity 2009